Sophos : JPMorgan AG - Form 8.5 (EPT/NON-RI)- Sophos Group plc

RNS Number : 3556E

JPMorgan AG

27 February 2020

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT

APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

1.	KEY INFORMATION
(a) Name of exempt principal trader:	J.P. Morgan AG
(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	Lead Financial Advisor
	which exempt principal trader is	and Corporate Broker to
	connected:	Sophos Group plc
(d) Date position held/dealing	26 February 2020
	undertaken:
	For an opening position disclosure, state
	the latest practicable date prior to the
	disclosure
(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. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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 security:		Ordinary Share
	Interests	Short positions
	Number		%	Number	%
(1) Relevant securities	0		0	0	0
owned and/or
controlled:
(2) Cash-settled	0		0	0	0
derivatives:
(3) Stock-settled	0		0	0	0
derivatives (including
options) and
agreements to
purchase/sell:
TOTAL:	0		0	0	0

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 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 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.

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

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			(GBP)	(GBP)
Ordinary	Purchase	1,004	5.7260	5.7260
Share	Sale	1,004	5.7260	5.7260

1. Cash-settledderivative transactions

Class of	Product	Nature of dealing	Number	Price per
relevant	description	e.g. opening/closing	of	unit
security	e.g. CFD	a long/short position,	reference
		increasing/reducing	securities
		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
Ordinary
Share

1. Exercise

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

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)

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 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

1. Attachments

Is a Supplemental Form 8 (Open Positions) attached?	NO
Date of disclosure:	27 February 2020
Contact name:	Alwyn Basch
Telephone number:	020 7742 7407

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]

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0129.

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

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