Sophos : Goldman Sachs (EPT) - Form 8.5 (EPT/RI)

01/15/2020 | 06:33am EST

RNS Number : 8928Z

GoldmanSachs International

15 January 2020

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	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	SURF BUYER LIMITED (A
	which exempt principal trader is	COMPANY OWNED BY FUNDS
	connected:	MANAGED AND/OR ADVISED
		BY THOMA BRAVO, LLC)
(d) Date dealing undertaken:	14 January 2020

(e) In addition to the company in 1(b)	N/A
	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"

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.

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 ordinary	Purchases	114,342	5.6918 GBP	5.6700 GBP
3p ordinary	Sales	114,680	5.6980 GBP	5.6660 GBP

Cash-settledderivative transactions

Class of	Product	Nature of dealing	Number of	Price per
relevant	description	e.g. opening/closing a	reference	unit
security	e.g. CFD	long/short position,	securities
		increasing/reducing a
		long/short position
3p ordinary	CFD	Reducing a short	341	5.6760 GBP
		position

Stock-settledderivative transactions (including options)

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

Exercise

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

Other dealings (including subscribing for new securities)

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

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3. OTHER INFORMATION

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

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:

the voting rights of any relevant securities under any option; or
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 January 2020

Contact name:	Kashif Rafiq and Papa Lette

Telephone number:	+44(20) 7051 0547 / +44(20) 7774
	7442

Public disclosures under Rule 8 of the Code must be made to aRegulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

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

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 contactrns@lseg.comor visit www.rns.com.

END

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Sophos : Goldman Sachs (EPT) - Form 8.5 (EPT/RI)

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