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: | 17 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 | 76,374 | 18.9598 GBP | 18.3200 GBP |
| 15p ordinary | SALES | 64,033 | 18.9800 GBP | 18.3200 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 | 483 | 18.3263 GBP |
| 15p ordinary | CFD | LONG | 3,772 | 18.3600 GBP |
| 15p ordinary | CFD | LONG | 47 | 18.3600 GBP |
| 15p ordinary | CFD | LONG | 31 | 18.4065 GBP |
| 15p ordinary | CFD | LONG | 681 | 18.4388 GBP |
| 15p ordinary | CFD | LONG | 1,826 | 18.5139 GBP |
| 15p ordinary | CFD | LONG | 5,493 | 18.5457 GBP |
| 15p ordinary | CFD | LONG | 997 | 18.5798 GBP |
| 15p ordinary | CFD | LONG | 1,207 | 18.5968 GBP |
| 15p ordinary | CFD | LONG | 963 | 18.7024 GBP |
| 15p ordinary | CFD | LONG | 54 | 18.7585 GBP |
| 15p ordinary | CFD | LONG | 94 | 18.8145 GBP |
| 15p ordinary | CFD | LONG | 2,103 | 18.8331 GBP |
| 15p ordinary | CFD | LONG | 673 | 18.8611 GBP |
| 15p ordinary | CFD | SHORT | 17,569 | 17.9367 GBP |
| 15p ordinary | CFD | SHORT | 9,488 | 17.9377 GBP |
| 15p ordinary | CFD | SHORT | 1,475 | 17.9385 GBP |
| 15p ordinary | CFD | SHORT | 45,883 | 17.9387 GBP |
| 15p ordinary | CFD | SHORT | 2,486 | 17.9431 GBP |
| 15p ordinary | CFD | SHORT | 307 | 17.9930 GBP |
| 15p ordinary | CFD | SHORT | 185 | 18.0050 GBP |
| 15p ordinary | CFD | SHORT | 388 | 18.0160 GBP |
| 15p ordinary | CFD | SHORT | 155 | 18.0259 GBP |
| 15p ordinary | CFD | SHORT | 100,117 | 18.0963 GBP |
| 15p ordinary | CFD | SHORT | 4,134 | 18.0992 GBP |
| 15p ordinary | CFD | SHORT | 25,540 | 18.1166 GBP |
| 15p ordinary | CFD | SHORT | 292,091 | 18.1357 GBP |
| 15p ordinary | CFD | SHORT | 1,280 | 18.1484 GBP |
| 15p ordinary | CFD | SHORT | 322,345 | 18.1501 GBP |
| 15p ordinary | CFD | SHORT | 79 | 18.1792 GBP |
| 15p ordinary | CFD | SHORT | 171,265 | 18.1835 GBP |
| 15p ordinary | CFD | SHORT | 45 | 18.2220 GBP |
| 15p ordinary | CFD | SHORT | 4,287 | 18.3600 GBP |
| 15p ordinary | CFD | SHORT | 46 | 18.3610 GBP |
| 15p ordinary | CFD | SHORT | 208 | 18.3618 GBP |
| 15p ordinary | CFD | SHORT | 33 | 18.4145 GBP |
| 15p ordinary | CFD | SHORT | 8,826 | 18.4168 GBP |
| 15p ordinary | CFD | SHORT | 608 | 18.4278 GBP |
| 15p ordinary | CFD | SHORT | 4,201 | 18.4509 GBP |
| 15p ordinary | CFD | SHORT | 3,987 | 18.5054 GBP |
| 15p ordinary | CFD | SHORT | 1,798 | 18.5054 GBP |
| 15p ordinary | CFD | SHORT | 4,336 | 18.5054 GBP |
| 15p ordinary | CFD | SHORT | 117 | 18.5258 GBP |
| 15p ordinary | CFD | SHORT | 30 | 18.5258 GBP |
| 15p ordinary | CFD | SHORT | 657 | 18.5258 GBP |
| 15p ordinary | CFD | SHORT | 12 | 18.5258 GBP |
| 15p ordinary | CFD | SHORT | 2,145 | 18.5369 GBP |
| 15p ordinary | CFD | SHORT | 347 | 18.5621 GBP |
| 15p ordinary | CFD | SHORT | 169 | 18.5621 GBP |
| 15p ordinary | CFD | SHORT | 298 | 18.5621 GBP |
| 15p ordinary | CFD | SHORT | 106 | 18.6000 GBP |
| 15p ordinary | CFD | SHORT | 99 | 18.6053 GBP |
| 15p ordinary | CFD | SHORT | 789 | 18.6379 GBP |
| 15p ordinary | CFD | SHORT | 10,289 | 18.7066 GBP |
| 15p ordinary | CFD | SHORT | 297 | 18.7076 GBP |
| 15p ordinary | CFD | SHORT | 3,246 | 18.7097 GBP |
| 15p ordinary | CFD | SHORT | 1,594 | 18.7104 GBP |
| 15p ordinary | CFD | SHORT | 4,777 | 18.7121 GBP |
| 15p ordinary | CFD | SHORT | 1,570 | 18.7130 GBP |
| 15p ordinary | CFD | SHORT | 6,299 | 18.7135 GBP |
| 15p ordinary | CFD | SHORT | 839 | 18.7415 GBP |
| 15p ordinary | CFD | SHORT | 262 | 18.7636 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 |
| 15p ordinary | PUT LONG | Exercising | 1 | 20.6220 GBP |
| 15p ordinary | CALL SHORT | Exercised against | 45 | 12.3508 GBP |
| 15p ordinary | CALL SHORT | Exercised against | 1,300 | 17.7587 GBP |
| 15p ordinary | CALL SHORT | Exercised against | 147,253 | 17.8111 GBP |
(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: | 18 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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