CYBG : Form 8.5 (EPT/RI) - CYBG plc

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:	Morgan Stanley & Co. International plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	CYBG plc
(c) Name of the party to the offer with which exempt principal trader is connected:	CYBG plc
(d) Date dealing undertaken:	12 OCTOBER 2018
(e)Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	Yes - Virgin Money Holdings (UK) plc

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
CDI	PURCHASES	1,789,177	5.4628 AUD	5.3700 AUD
CDI	SALES	1,789,177	5.4800 AUD	5.3700 AUD
10p ordinary	PURCHASES	2,140,149	2.9141 GBP	2.8640 GBP
10p ordinary	SALES	5,749,517	2.9180 GBP	2.8637 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
10p ordinary	CFD	LONG	398,646	2.8637 GBP
10p ordinary	CFD	LONG	1,611,313	2.8637 GBP
10p ordinary	CFD	LONG	374,688	2.8637 GBP
10p ordinary	CFD	LONG	735,419	2.8637 GBP
10p ordinary	CFD	LONG	275	2.8640 GBP
10p ordinary	CFD	LONG	35	2.8640 GBP
10p ordinary	CFD	LONG	811	2.8640 GBP
10p ordinary	CFD	LONG	504	2.8810 GBP
10p ordinary	CFD	LONG	302	2.8810 GBP
10p ordinary	CFD	LONG	2,072	2.8883 GBP
10p ordinary	CFD	LONG	5,946	2.8896 GBP
10p ordinary	CFD	LONG	60	2.8896 GBP
10p ordinary	CFD	LONG	8,950	2.8899 GBP
10p ordinary	CFD	LONG	5,000	2.8930 GBP
10p ordinary	CFD	LONG	5,133	2.8949 GBP
10p ordinary	CFD	LONG	23,010	2.8955 GBP
10p ordinary	CFD	LONG	4,514	2.8981 GBP
10p ordinary	CFD	LONG	658	2.9000 GBP
10p ordinary	CFD	LONG	40,427	2.9000 GBP
10p ordinary	CFD	LONG	438	2.9019 GBP
10p ordinary	CFD	SHORT	720,714	2.8640 GBP
10p ordinary	CFD	SHORT	7,761	2.8884 GBP
10p ordinary	CFD	SHORT	16,337	2.8891 GBP
10p ordinary	CFD	SHORT	8,950	2.8897 GBP
10p ordinary	CFD	SHORT	398,646	2.8961 GBP
10p ordinary	CFD	SHORT	15,327	2.8978 GBP
10p ordinary	CFD	SHORT	538	2.8998 GBP
10p ordinary	CFD	SHORT	2,482	2.9141 GBP
10p ordinary	CFD	LONG	175,729	2.8640 GBP
10p ordinary	CFD	LONG	8,439	2.8640 GBP
10p ordinary	CFD	SHORT	8,529	2.8640 GBP
10p ordinary	CFD	SHORT	394,034	2.8640 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	Typee.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product descriptione.g. call option	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealinge.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

The currency of all prices and other monetary amounts should be stated.

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.

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: 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:	15 OCTOBER 2018
Contact name:	Craig Horsley
Telephone number:	[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 [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

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