Barclays PLC — Major Shareholding Notification 2019

Nov 27, 2019

National Storage Mechanism | Additional information

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FORM 8.3 - SOPHOS GROUP PLC

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Barclays PLC.
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	SOPHOS GROUP PLC
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	26 November 2019
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	NO

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) 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:		3p ordinary
		Interests		Short Positions
		Number	(%)	Number	(%)
(1)	Relevant securities owned
	and/or controlled:	22,297,629	4.54%	13,487,379	2.75%
(2)	Cash-settled derivatives:
		111,158	0.02%	20,570,530	4.19%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	0	0.00%
	TOTAL:	22,408,787	4.56%	34,057,909	6.94%

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).

(b) 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 PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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.

(a) Purchases and sales

Class of relevant	Purchase/sale	Number of	Price per unit
security		securities
3p ordinary	Purchase	199	5.6780 GBP
3p ordinary	Purchase	260	5.6930 GBP
3p ordinary	Purchase	617	5.6940 GBP
3p ordinary	Purchase	978	5.6920 GBP
3p ordinary	Purchase	1,556	5.6880 GBP
3p ordinary	Purchase	2,044	5.6960 GBP
3p ordinary	Purchase	2,222	5.6893 GBP
3p ordinary	Purchase	2,333	5.6860 GBP
3p ordinary	Purchase	3,034	5.6949 GBP
3p ordinary	Purchase	3,546	5.6900 GBP
3p ordinary	Purchase	4,000	5.6835 GBP
3p ordinary	Purchase	4,258	5.6899 GBP
3p ordinary	Purchase	5,325	5.6987 GBP
3p ordinary	Purchase	5,464	5.6936 GBP
3p ordinary	Purchase	6,582	5.6951 GBP
3p ordinary	Purchase	9,707	5.6938 GBP
3p ordinary	Purchase	16,660	5.6881 GBP
3p ordinary	Purchase	16,896	5.6865 GBP
3p ordinary	Purchase	28,868	5.6997 GBP
3p ordinary	Purchase	34,115	5.6867 GBP
3p ordinary	Purchase	40,607	5.6932 GBP
3p ordinary	Purchase	53,491	5.6889 GBP
3p ordinary	Purchase	142,977	5.6982 GBP
3p ordinary	Purchase	145,750	5.7000 GBP
3p ordinary	Sale	260	5.6930 GBP
3p ordinary	Sale	264	5.7037 GBP
3p ordinary	Sale	528	5.6999 GBP
3p ordinary	Sale	1,873	5.6890 GBP
3p ordinary	Sale	2,958	5.6918 GBP
3p ordinary	Sale	3,564	5.6960 GBP
3p ordinary	Sale	4,087	5.6886 GBP
3p ordinary	Sale	5,693	5.6880 GBP
3p ordinary	Sale	6,705	5.6959 GBP
3p ordinary	Sale	12,101	5.6941 GBP
3p ordinary	Sale	14,877	5.6931 GBP
3p ordinary	Sale	15,661	5.6976 GBP
3p ordinary	Sale	78,064	5.6925 GBP
3p ordinary	Sale	177,027	5.7000 GBP

(b) Cash-settled derivative transactions

Class of	Product	Nature of dealing	Number of	Price per
relevant	description		reference	unit
security			securities
3p ordinary	SWAP	Long	3,575	5.7000 GBP
3p ordinary	CFD	Long	5,538	5.6772 GBP
3p ordinary	SWAP	Long	35,628	5.6997 GBP
3p ordinary	SWAP	Short	25	5.7000 GBP
3p ordinary	SWAP	Short	4,000	5.6835 GBP
3p ordinary	SWAP	Short	6,175	5.6976 GBP
3p ordinary	SWAP	Short	8,200	5.6906 GBP
3p ordinary	CFD	Short	25,598	5.6931 GBP
3p ordinary	SWAP	Short	26,972	5.6854 GBP
3p ordinary	CFD	Short	40,607	5.6932 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

(ii) Exercise

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

(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)

4. 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 person 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 person 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

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?	NO

Date of disclosure:	27 Nov 2019
Contact name:	Large Holdings Regulatory Operations
Telephone number*:	020 3134 7213

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 disclosure requirements on +44 (0)20 7638 0129.

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel’s Market Surveillance Unit.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

BARCLAYS PLC

View source version on businesswire.com: https://www.businesswire.com/news/home/20191127005375/en/