AMENDMENT(2(a), 2(b))
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: | Morgan Stanley & Co. International plc |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Future plc |
| (c) Name of the party to the offer with which exempt principal trader is connected: | GoCo Group plc |
| (d) Date dealing undertaken: | 10 February 2021 |
| (e) In addition to the company in 1(b) 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" | YES - GoCo Group plc |
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.
(a) Purchases and sales
| Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
| 15p ordinary | SALES | 54,526 | 18.7200 GBP | 18.1400 GBP |
| 15p ordinary | PURCHASES | 45,298 | 18.7800 GBP | 18.1600 GBP |
(b) Cash-settled derivative transactions
| Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
| 15p ordinary | CFD | LONG | 39 | 18.2800 GBP |
| 15p ordinary | CFD | LONG | 103 | 18.2800 GBP |
| 15p ordinary | CFD | LONG | 124 | 18.2800 GBP |
| 15p ordinary | CFD | LONG | 479 | 18.3355 GBP |
| 15p ordinary | CFD | LONG | 10,425 | 18.3711 GBP |
| 15p ordinary | CFD | LONG | 5,070 | 18.3743 GBP |
| 15p ordinary | CFD | LONG | 300 | 18.4105 GBP |
| 15p ordinary | CFD | LONG | 2,968 | 18.5089 GBP |
| 15p ordinary | CFD | LONG | 6,237 | 18.5364 GBP |
| 15p ordinary | CFD | LONG | 4,992 | 18.5455 GBP |
| 15p ordinary | CFD | LONG | 7 | 18.5594 GBP |
| 15p ordinary | CFD | LONG | 106 | 18.5800 GBP |
| 15p ordinary | CFD | LONG | 16 | 18.6400 GBP |
| 15p ordinary | CFD | LONG | 64 | 18.6800 GBP |
| 15p ordinary | CFD | SHORT | 7 | 18.2800 GBP |
| 15p ordinary | CFD | SHORT | 103 | 18.2818 GBP |
| 15p ordinary | CFD | SHORT | 548 | 18.3372 GBP |
| 15p ordinary | CFD | SHORT | 4,652 | 18.3612 GBP |
| 15p ordinary | CFD | SHORT | 4,176 | 18.3696 GBP |
| 15p ordinary | CFD | SHORT | 2,906 | 18.4477 GBP |
| 15p ordinary | CFD | SHORT | 6,297 | 18.4477 GBP |
| 15p ordinary | CFD | SHORT | 4,116 | 18.4477 GBP |
| 15p ordinary | CFD | SHORT | 1,311 | 18.4794 GBP |
| 15p ordinary | CFD | SHORT | 509 | 18.4986 GBP |
| 15p ordinary | CFD | SHORT | 552 | 18.5253 GBP |
| 15p ordinary | CFD | SHORT | 1,801 | 18.5490 GBP |
| 15p ordinary | CFD | SHORT | 302 | 18.5588 GBP |
| 15p ordinary | CFD | SHORT | 1 | 18.5600 GBP |
| 15p ordinary | CFD | SHORT | 91 | 18.5600 GBP |
| 15p ordinary | CFD | SHORT | 180 | 18.5648 GBP |
| 15p ordinary | CFD | SHORT | 290 | 18.5813 GBP |
| 15p ordinary | CFD | SHORT | 221 | 18.5814 GBP |
| 15p ordinary | CFD | SHORT | 317 | 18.5819 GBP |
| 15p ordinary | CFD | SHORT | 809 | 18.5971 GBP |
| 15p ordinary | CFD | SHORT | 1,238 | 18.6074 GBP |
| 15p ordinary | CFD | SHORT | 100 | 18.6100 GBP |
| 15p ordinary | CFD | SHORT | 64 | 18.6600 GBP |
| 15p ordinary | CFD | SHORT | 236 | 18.7800 GBP |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
| N/A | N/A | N/A | N/A | N/A |
(d) Other dealings (including subscribing for new securities)
| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
| N/A | N/A | N/A | N/A |
3. 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 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
|
(b) 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: (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
|
Date of disclosure: | 12 February 2021 |
Contact name: | Craig Horsley |
Telephone number: | +44 141 245-7736 |
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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