Cobham : Form 8.5 (EPT/RI) - Amendment

Amendment - due to the amendment of Equity and Derivative transactions, the disclosure made on 16 August for dealings on 15 August has been updated. Sections 2(a) and 2(b) have been updated.

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:	(GS) GOLDMAN SACHS INTERNATIONAL
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	COBHAM PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	AI CONVOY BIDCO LIMITED (AN INDIRECT SUBSIDIARY OF FUNDS MANAGED BY ADVENT INTERNATIONAL CORPORATION)
(d) Date dealing undertaken:	15 August 2019
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the 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	Lowest price per unit paid/received
2.5p ordinary	Purchases	2,022,973	1.6325 GBP	1.6270 GBP
2.5p ordinary	Sales	3,673,641	1.6320 GBP	1.6274 GBP

(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
2.5p ordinary	CFD	Reducing a short position	489,925	1.6274 GBP
2.5p ordinary	CFD	Reducing a short position	33,130	1.6274 GBP
2.5p ordinary	CFD	Reducing a short position	77,476	1.6274 GBP
2.5p ordinary	CFD	Opening a long position	77,476	1.6282 GBP
2.5p ordinary	CFD	Opening a long position	489,925	1.6282 GBP
2.5p ordinary	CFD	Reducing a short position	2,305	1.6283 GBP
2.5p ordinary	CFD	Reducing a short position	477	1.6283 GBP
2.5p ordinary	CFD	Reducing a short position	1,348	1.6284 GBP
2.5p ordinary	CFD	Reducing a short position	335	1.6288 GBP
2.5p ordinary	CFD	Increasing a short position	12,355	1.6288 GBP
2.5p ordinary	CFD	Reducing a short position	10,629	1.6290 GBP
2.5p ordinary	CFD	Reducing a short position	39,850	1.6300 GBP
2.5p ordinary	CFD	Increasing a short position	2,617	1.6300 GBP
2.5p ordinary	CFD	Reducing a short position	70	1.6307 GBP
2.5p ordinary	CFD	Reducing a short position	885	1.6316 GBP
2.5p ordinary	CFD	Reducing a short position	614	1.6316 GBP
2.5p ordinary	CFD	Reducing a short position	4,243	1.6316 GBP
2.5p ordinary	CFD	Reducing a short position	3,796	1.6316 GBP
2.5p ordinary	CFD	Increasing a short position	261,800	1.6316 GBP
2.5p ordinary	CFD	Increasing a short position	738,200	1.6316 GBP
2.5p ordinary	CFD	Increasing a long position	9,254	1.6316 GBP

(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	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising / exercised against	Number of securities	Exercise price per unit

(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)

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

Date of disclosure:	19 August 2019
Contact name:	Kashif Rafiq and Papa Lette
Telephone number:	[phone] / [phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.