13 Jul 2018 11:00
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | J.P. Morgan Securities Plc |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Sky PLC |
(c) Name of the party to the offer with which exempt principal trader is connected: | Twenty-First Century Fox, Inc |
(d) Date dealing undertaken: | 12 July 2018 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | N/A
|
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary Shares | Purchases
Sales | 2,761,223
1,963,797 | 15.4600
15.4750 | 15.2064
15.2050 |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit
|
Ordinary Shares | Equity Swaps | Long
Short | 1,134 526 40,500 100,000 534 75,064 2,211 40,000 25,000 25,000 10,000 50,000 3,150 25,000 25,000 49,264 25,000 15,000 1,560 7,846 60,000 5,986 363 308 257 22,586 235 8,397 640 590 6,167 41,874 144,697
25,143 1,200,000 558 718 44 323 65,125 6,116 9,278 590 4,429 26,991 4,106 3,350 1,047 4,154 474 21,402 127,619 2,839 3,049 885 219 121 594 683 5,579 50,931 105 | 15.2641 15.2758 15.2888 15.3177 15.3193 15.3325 15.3364 15.3377 15.3379 15.3380 15.3382 15.3402 15.3404 15.3436 15.3438 15.3473 15.3477 15.3484 15.3492 15.3541 15.3577 15.3584 15.3633 15.3686 15.3735 15.3763 15.3916 15.4045 15.4090 15.4301 15.4404 15.4493 20.3124
15.2123 15.2341 15.2394 15.2461 15.2837 15.2847 15.2977 15.3058 15.3086 15.3089 15.3140 15.3190 15.3245 15.3363 15.3479 15.3501 15.3509 15.3593 15.3616 15.3618 15.3632 15.3653 15.3768 15.3779 15.3817 15.3998 15.4248 15.4500 15.4512 |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit (GBP) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (GBP) |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
|
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) (GBP) |
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3. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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| Date of disclosure: | 13 July 2018 |
| Contact name: | Alwyn Basch |
| Telephone number: | 020 7742 7407 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.