Sophos : BlackRock Group - Form 8.3 - Sophos Group PLC

RNS Number : 7558D

BlackRock Group

21 February 2020

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1.	KEY INFORMATION
(a) Full name of discloser:	BlackRock, Inc.
(b) Owner or controller of interests and
	short positions disclosed, if different
	from 1(a):	N/A
	The naming of nominee or vehicle
	companies is insufficient. For a trust, the
	trustee(s), settlor and beneficiaries must
	be named.
(c) Name of offeror/offeree in relation to
	whose relevant securities this form	Sophos Group plc
	relates:
	Use a separate form for each
	offeror/offeree
(d) If an exempt fund manager
	connected with an offeror/offeree,
	state this and specify identity of
	offeror/offeree:
(e) Date position held/dealing
	undertaken:	20 February 2020
	For an opening position disclosure, state
	the latest practicable date prior to the
	disclosure
(f)	In addition to the company in 1(c)
	above, is the discloser making
	disclosures in respect of any other	N/A
	party to the offer?
	If it is a cash offer or possible cash offer,
	state "N/A"

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

1. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant		3p ordinary
security:
	Interests	Short positions
	Number	%	Number	%
(1) Relevant securities	22,488,404	4.55%	0	0.00%
owned and/or
controlled:
(2) Cash-settled	38,821,722	7.86%	0	0.00%
derivatives:
(3) Stock-settled	0	0.00%	0	0.00%
derivatives (including
options) and
agreements to
purchase/sell:
TOTAL:	61,310,126	12.42%	0	0.00%

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

1. Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

Page 1 of 3

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

(a)	Purchases and sales
	Class of relevant	Purchase/sale		Number of		Price per
	security					securities			unit
3p ordinary		Purchase		2,035			GBP 5.7353
(b)	Cash-settled derivative transactions
	Class of	Product	Nature of dealing	Number	Price
	relevant	description	e.g.			of	per
	security	e.g. CFD	opening/closing a	reference	unit
				long/short position,	securities
				increasing/reducing
				a long/short
				position

1. Stock-settledderivative transactions (including options)

1. Writing, selling, purchasing or varying

Class of

Product

Writing,

Number

Exercise

Type

Expiry

Option

relevant

description

purchasing,

of

price

e.g.

date

money

security

e.g. call

selling,

securities

per unit

American,

paid/

option

varying

to which

European

received

etc.

option

etc.

per unit

relates

(ii)

Exercise

Class of relevant

Product

Exercising/

Number

Exercise

security

description

exercised

of

price

e.g. call option

against

securities

per unit

1. Other dealings (including subscribing for new securities)

Class of relevant	Nature of dealing	Details	Price per
security	e.g. subscription,		unit (if
	conversion		applicable)
3p ordinary	Transfer In of	4,811
	Shares

4. OTHER INFORMATION

1. 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 person 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.

1. Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

1. the voting rights of any relevant securities under any option; or
2. 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.

1. Attachments

Is a Supplemental Form 8 (Open Positions) attached?	No
Date of disclosure:	21 February 2020
Contact name:	James Michael
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to aRegulatory Information Service.

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 atwww.thetakeoverpanel.org.uk.

Page 2 of 3

.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please [e-mail] visit www.rns.com.

END

RETKKDBQKBKDBBB

Page 3 of 3