Bank of America Merrill Lynch Form 8.5 (EPT/NON-RI) (1451N)
January 18 2023 - 6:57AM
UK Regulatory
TIDMRPS
RNS Number : 1451N
Bank of America Merrill Lynch
18 January 2023
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI")
STATUS
(OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: BofA Securities Europe SA
(b) Name of offeror/offeree in relation to whose RPS GROUP PLC
relevant securities this form relates:
Use a separate form for each offeror/offeree
-------------------------------
(c) Name of the party to the offer with which exempt principal trader is connected: Tetra Tech UK Holdings Limited
(a wholly-owned subsidiary of
Tetra Tech, Inc.)
-------------------------------
(d) Date position held/dealing undertaken: 17/01/2023
For an opening position disclosure, state the latest
practicable date prior to the disclosure
-------------------------------
(e) In addition to the company in 1(b) above, is the N/A
exempt principal trader making disclosures in
respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
-------------------------------
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
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(b), 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: 3,117,747 1.123% 0 0 %
---------- ------- ---------- -------
(2) Cash-settled derivatives: 0 0% 3,117,747 1.123%
---------- ------- ---------- -------
(3) Stock-settled derivatives
(including options) and
agreements to purchase/sell: 0 0% 0 0 %
---------- ------- ---------- -------
TOTAL: 3,117,747 1.123% 3,117,747 1.123%
---------- ------- ---------- -------
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 N/A
which subscription right exists:
Details, including nature of the rights N/A
concerned and relevant percentages:
3. DEALINGS (IF ANY) 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 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 security Purchases/ Total number of securities Highest price Lowest price
sales per unit per unit
paid/received paid/received
3p ordinary Purchase 10,000 2.22 GBP 2.22 GBP
----------- --------------------------- --------------- ---------------
(b) Cash-settled derivative transactions
Class of Product description Nature of dealing Number of reference Price per unit
relevant security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
3p ordinary Swaps - Equity Swaps Increasing a Short 4,520 2.22 GBP
Position
--------------------- --------------------------- ---------------------------- ---------------
3p ordinary Swaps - Equity Swaps Increasing a Short 4,166 2.22 GBP
Position
--------------------- --------------------------- ---------------------------- ---------------
3p ordinary Swaps - Equity Swaps Increasing a Short 1,314 2.22 GBP
Position
--------------------- --------------------------- ---------------------------- ---------------
(c) Stock-settled derivative transactions (including
options)
(i) Writing, selling, purchasing or varying
Class Product Writing, Number Exercise Type Expiry date Option money
of description purchasing, of price e.g. paid/
relevant e.g. call selling, securities to per unit American, received per
security option varying etc. which option European etc. unit
relates
N/A N/A N/A N/A N/A N/A N/A N/A
------------- ------------- -------------- ---------- -------------- ------------ --------------
(ii) Exercise
Class of relevant security Product description Exercising/ Number of Exercise Price per
e.g. call option exercised securities unit
against
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 Details Price per unit (if applicable)
e.g. subscription, conversion
N/A N/A N/A N/A
------------------------------- -------- -------------------------------
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 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
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? No
Date of disclosure: 18/01/2023
Contact name: Frank Lui
----------------
Telephone number: +44207 996 6418
----------------
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.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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