Barclays PLC — Major Shareholding Notification 2019

Dec 9, 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	06 DEC 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:	32,790,890	6.67%	14,789,269	3.01%
(2)	Cash-settled derivatives:
		59,030	0.01%	30,469,755	6.19%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	0	0.00%
	TOTAL:	32,849,920	6.68%	45,259,024	9.20%

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	535	5.5850 GBP
3p ordinary	Purchase	568	5.5800 GBP
3p ordinary	Purchase	594	5.5710 GBP
3p ordinary	Purchase	648	5.5900 GBP
3p ordinary	Purchase	1,121	5.5920 GBP
3p ordinary	Purchase	1,255	5.5849 GBP
3p ordinary	Purchase	1,327	5.5780 GBP
3p ordinary	Purchase	2,346	5.5875 GBP
3p ordinary	Purchase	3,433	5.5876 GBP
3p ordinary	Purchase	3,453	5.5860 GBP
3p ordinary	Purchase	9,682	5.6000 GBP
3p ordinary	Purchase	10,162	5.5753 GBP
3p ordinary	Purchase	10,582	5.5751 GBP
3p ordinary	Purchase	10,592	5.5803 GBP
3p ordinary	Purchase	18,912	5.5997 GBP
3p ordinary	Purchase	20,011	5.5654 GBP
3p ordinary	Purchase	34,714	5.5833 GBP
3p ordinary	Purchase	63,773	5.5872 GBP
3p ordinary	Sale	236	5.5872 GBP
3p ordinary	Sale	535	5.5850 GBP
3p ordinary	Sale	568	5.5800 GBP
3p ordinary	Sale	594	5.5710 GBP
3p ordinary	Sale	1,376	5.5815 GBP
3p ordinary	Sale	1,741	5.5860 GBP
3p ordinary	Sale	1,871	5.5920 GBP
3p ordinary	Sale	2,116	5.5855 GBP
3p ordinary	Sale	2,437	5.5822 GBP
3p ordinary	Sale	4,040	5.5823 GBP
3p ordinary	Sale	4,182	5.5848 GBP
3p ordinary	Sale	5,194	5.5792 GBP
3p ordinary	Sale	5,624	5.5760 GBP
3p ordinary	Sale	5,817	5.5900 GBP
3p ordinary	Sale	9,682	5.6000 GBP
3p ordinary	Sale	10,112	5.5965 GBP
3p ordinary	Sale	22,905	5.5828 GBP
3p ordinary	Sale	27,822	5.5913 GBP
3p ordinary	Sale	32,476	5.5924 GBP
3p ordinary	Sale	34,935	5.5762 GBP
3p ordinary	Sale	39,591	5.5857 GBP
3p ordinary	Sale	155,499	5.5818 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	2,100	5.5763 GBP
3p ordinary	SWAP	Long	3,573	5.6000 GBP
3p ordinary	SWAP	Long	5,194	5.5792 GBP
3p ordinary	CFD	Long	5,803	5.5995 GBP
3p ordinary	SWAP	Long	9,996	5.5818 GBP
3p ordinary	SWAP	Long	25,420	5.5846 GBP
3p ordinary	CFD	Long	155,499	5.5818 GBP
3p ordinary	CFD	Short	4,003	5.5807 GBP
3p ordinary	CFD	Short	8,456	5.5812 GBP
3p ordinary	SWAP	Short	9,000	5.5753 GBP
3p ordinary	SWAP	Short	60,974	5.5850 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:	09 DEC 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

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