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: | 16 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 | PURCHASES | 216,296 | 19.1800 GBP | 18.6400 GBP |
| 15p ordinary | SALES | 347,435 | 19.1800 GBP | 18.7200 GBP |
| 15p ordinary | SALES | 56,857 | 26.3103 USD | 26.3103 USD |
(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 | 5,168 | 18.8177 GBP |
| 15p ordinary | CFD | LONG | 7,300 | 18.8654 GBP |
| 15p ordinary | CFD | LONG | 31 | 18.8665 GBP |
| 15p ordinary | CFD | LONG | 4,456 | 18.8737 GBP |
| 15p ordinary | CFD | LONG | 711 | 18.8755 GBP |
| 15p ordinary | CFD | LONG | 565 | 18.8818 GBP |
| 15p ordinary | CFD | LONG | 172,483 | 18.8981 GBP |
| 15p ordinary | CFD | LONG | 32,435 | 18.8981 GBP |
| 15p ordinary | CFD | LONG | 20,827 | 18.8999 GBP |
| 15p ordinary | CFD | LONG | 32,572 | 18.9000 GBP |
| 15p ordinary | CFD | LONG | 24,285 | 18.9000 GBP |
| 15p ordinary | CFD | LONG | 10,700 | 18.9000 GBP |
| 15p ordinary | CFD | LONG | 52 | 18.9000 GBP |
| 15p ordinary | CFD | LONG | 10,700 | 18.9000 GBP |
| 15p ordinary | CFD | LONG | 6 | 18.9000 GBP |
| 15p ordinary | CFD | LONG | 4,850 | 18.9000 GBP |
| 15p ordinary | CFD | LONG | 524 | 18.9700 GBP |
| 15p ordinary | CFD | LONG | 3,968 | 19.1103 GBP |
| 15p ordinary | CFD | LONG | 2,629 | 19.1140 GBP |
| 15p ordinary | CFD | LONG | 273 | 19.1584 GBP |
| 15p ordinary | CFD | SHORT | 38 | 18.7200 GBP |
| 15p ordinary | CFD | SHORT | 507 | 18.8203 GBP |
| 15p ordinary | CFD | SHORT | 250 | 18.8625 GBP |
| 15p ordinary | CFD | SHORT | 14,049 | 18.8627 GBP |
| 15p ordinary | CFD | SHORT | 6,206 | 18.8653 GBP |
| 15p ordinary | CFD | SHORT | 6,190 | 18.8740 GBP |
| 15p ordinary | CFD | SHORT | 66,318 | 18.9000 GBP |
| 15p ordinary | CFD | SHORT | 51 | 18.9019 GBP |
| 15p ordinary | CFD | SHORT | 1,411 | 18.9059 GBP |
| 15p ordinary | CFD | SHORT | 1,000 | 18.9174 GBP |
| 15p ordinary | CFD | SHORT | 1 | 18.9200 GBP |
| 15p ordinary | CFD | SHORT | 30,180 | 18.9227 GBP |
| 15p ordinary | CFD | SHORT | 915 | 18.9267 GBP |
| 15p ordinary | CFD | SHORT | 2,720 | 18.9267 GBP |
| 15p ordinary | CFD | SHORT | 3,630 | 18.9267 GBP |
| 15p ordinary | CFD | SHORT | 426 | 18.9302 GBP |
| 15p ordinary | CFD | SHORT | 626 | 18.9745 GBP |
| 15p ordinary | CFD | SHORT | 2,204 | 19.1077 GBP |
| 15p ordinary | CFD | SHORT | 425 | 19.1800 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: | 17 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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