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

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01/15/2020 | 12:32 pm

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 oeror or oeree 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 ordinary

Purchases

114,342

5.6918 GBP

5.6700 GBP

3p ordinary

Sales

114,680

5.6980 GBP

5.6660 GBP

  1. 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

  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 per

security

e.g. call option

against

unit

  1. Other dealings (including subscribing for new securities)

Class of

Nature of dealing

Details

Price per unit

relevant

e.g. subscription,

(if

security

conversion

applicable)

Page 1 of 2

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:

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 Group plc published this content on 15 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 January 2020 11:32:10 UTC

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