TIDMSOPH
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: Carlson Capital, L.P.
(b) Owner or controller of interests and
short positions disclosed, if different from
1(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 Sophos Group PLC (GB00BYZFZ918)
whose relevant securities this form 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: February 27 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, No
is the discloser making disclosures in If YES, specify which:
respect of any other 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.
(a) 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 security:
Class: 3p ordinary
ISIN: GB00BYZFZ918
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or
controlled:
(2) Cash-settled derivatives: 9,530,669 1.849469%
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
TOTAL: 9,530,669 1.849469%
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).
(b) 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.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
Class of relevant Purchase/sale Number of securities Price per unit
security (GBP gross)
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description e.g. reference unit (net)
security e.g. CFD opening/closing a securities
long/short
position,
increasing/reducing
a long/short
position
3p ordinary Equity Swap Increasing an 117,456 7.385209 USD
existing long
position
(c) Stock-settled derivative transactions (including
options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type e.g. Expiry Option
relevant description purchasing, securities price American, date money
security e.g. call selling, to which per European paid/
option varying option unit etc. received
etc. relates per
unit
(ii) Exercise
Class of Product Exercising/ Number of Exercise price
relevant description exercised securities per unit
security e.g. call against
option
(d) Other dealings (including subscribing for new
securities)
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, applicable)
conversion
4. 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 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
(b) 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: (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
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? YES/NO
No
Date of disclosure: February 28 2020
Contact name: Luis Contreras
Telephone number: 214 932 9608
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
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 at
www.thetakeoverpanel.org.uk.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20200228005038/en/
CONTACT:
Carlson Capital, L.P.
SOURCE: Carlson Capital, L.P.
Copyright Business Wire 2020
(END) Dow Jones Newswires
February 28, 2020 10:15 ET (15:15 GMT)
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