Sophos : Form 8.5 (EPT/RI) Sophos Group Plc

RNS Number : 4106Q

UBS AG (EPT)

18 October 2019

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:	UBS Investment
		Bank, London
(b) Name of offeror/offeree in relation to	Sophos Group plc
	whose relevant securities this form
	relates:
	Use a separate form for each
	offeror/offeree
(c) Name of the party to the offer with	Connected advisor to ,
	which exempt principal trader is	Sophos Group plc offeree
	connected:	to Thoma Bravo LLC
(d) Date dealing undertaken:	17 October 2019
(e) In addition to the company in 1(b)	No
	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"

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.

1. Purchases and sales

Class of	Purchases/	Total	Highest price	Lowest price
relevant	sales	number of	per unit	per unit
security		securities	paid/received	paid/received
3p	Buy	2530634	5.70000	5.61000
ordinary			GBP	GBP
3p	Sell	4984483	5.70000	5.62800
ordinary			GBP	GBP

1. Cash-settledderivative transactions

Class of	Product	Nature of dealing	Number		Price per unit
relevant	description	e.g.	of
security	e.g. CFD	opening/closing a	reference
		long/short position,	securities
		increasing/reducing
		a long/short
		position
3p	CFD	Long	57819	5	. 6 7 7 0 9
ordinary				GBP
3p	CFD	Long	443805	5 . 8 3 7 2 5 7
ordinary				GBP
3p	CFD	Long	1000000	5 . 9 6 3 8 6 7
ordinary				GBP
3p	CFD	Long	1500000	5 . 9 6 3 0 6
ordinary				GBP
3p	CFD	Long	302916	5 . 9 6 3 0 9 6
ordinary				GBP
3p	CFD	Long	1400000	5 . 9 6 3 2 7 9
ordinary				GBP
3p	CFD	Short	59221	5 . 9 5 3 0 3 1
ordinary				GBP
3p	CFD	Short	25000	5 . 9 4 8 0 3 8
ordinary				GBP
3p	CFD	Short	52000	5 . 9 6 0 9 2 2
ordinary				GBP
3p	CFD	Short	104000	5 . 9 6 2 6 4 2
ordinary				GBP
3p	CFD	Short	20498	5 . 9 5 3 0 3 1
ordinary				GBP
3p	CFD	Short	35000	5 . 9 5 5 4 1
ordinary				GBP
3p	CFD	Short	200932	5 . 9 5 8 4 5 9
ordinary				GBP
3p	CFD	Short	200000	5 . 9 4 7 4 5 2
ordinary				GBP
3p	CFD	Short	497647	5 . 9 5 5 6 1 8
ordinary				GBP

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3p	CFD	Short	167630	5 . 9 5 0 3 6 2
ordinary				GBP
3p	CFD	Short	246568	5 . 6 9 3 4 1 4
ordinary				GBP
3p	CFD	Short	250000	5 . 6 6 3 3 9 6
ordinary				GBP
3p	CFD	Short	3432	5 . 6 7 2 6 1 1
ordinary				GBP
3p	CFD	Short	38000	5.70108658
ordinary				GBP
3p	CFD	Short	242000	5.70108661
ordinary				GBP
3p	CFD	Short	1648	5 . 6 6 9 1 8 1
ordinary				GBP
3p	CFD	Short	277	5.662	GBP
ordinary
3p	CFD	Short	1799	5 . 6 6 2 0 0 1
ordinary				GBP
3p	CFD	Short	9936	5 . 6 7 5 7 1 1
ordinary				GBP
3p	CFD	Short	4822	5 . 9 4 9 9 7 5
ordinary				GBP

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

1. Exercise

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

1. Other dealings (including subscribing for new securities)

Class of	Nature of dealing	Details	Price per
relevant	e.g. subscription,		unit (if
security	conversion		applicable)

3. 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 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

1. 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:

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

Date of disclosure:	18 October 2019
Contact name:	Wendy Dent
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 at [e-mail]

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

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

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END

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