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:
|
UBS Securities
Australia Limited
|
|
(b)
Name of offeror/offeree in relation to whose relevant securities
this form relates:
Use a separate form for each
offeror/offeree
|
Virgin Money UK plc
|
|
(c)
Name of the party to the offer with which exempt principal trader
is connected:
|
Nationwide Building Society
connected to UBS
|
|
(d)
Date position held/dealing undertaken:
For an open position disclosure,
state the latest practicable date prior to the
disclosure
|
05 Jul
2024
|
|
(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"
|
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:
|
10p
Ordinary
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1)
Relevant securities owned and/or controlled:
|
6,723,713
|
0.0052%
|
0
|
0.00%
|
|
(2)
Cash-settled derivatives:
|
0
|
0.00%
|
0
|
0.00%
|
|
(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
|
0
|
0.00%
|
0
|
0.00%
|
|
TOTAL:
|
6,723,713
|
0.0052%
|
0
|
0.00%
|
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).
8.7
(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 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
|
Purchase/sale
|
Total number of
securities
|
Highest price per unit
paid/received
|
Lowest price per unit
paid/received
|
|
CDI
|
BUYS
|
133,067
|
4.06000 AUD
|
4.05000 AUD
|
|
CDI
|
SELLS
|
135,351
|
4.06000 AUD
|
4.05000 AUD
|
|
|
TOTAL BUYS :
|
133,067
|
|
|
|
|
TOTAL SELLS :
|
135,351
|
|
|
(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
|
|
|
|
|
|
|
(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 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:
|
08
July 2024
|
|
Contact name:
|
Richard Howard
|
|
Telephone number:
|
+44
(0)207 568 9128
|
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@thetakeoverpanel.org.uk
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.