Morgan Stanley Australia Sec Ltd. Form 8.5 (EPT/NON-RI) - CYBG plc (3208V)

TIDMCYBG

RNS Number : 3208V

Morgan Stanley Australia Sec Ltd.

20 July 2018

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:                                      Morgan Stanley Australia Securities Limited 
 (b) Name of offeror/offeree in relation to whose relevant securities      CYBG plc 
 this form relates: 
 Use a separate form for each offeror/offeree 
                                                                          -------------------------------------------- 
 (c) Name of the party to the offer with which exempt principal trader     CYBG plc 
 is connected: 
                                                                          -------------------------------------------- 
 (d) Date position held/dealing undertaken:                                19 JULY 2018 
 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 exempt principal     YES - Virgin Money Holdings (UK) plc 
 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:                                             CDI 
                                                                                    Interests         Short positions 
                                                                               -------------------  ------------------ 
                                                                                  Number       %       Number      % 
                                                                               -----------  ------  -----------  ----- 
 (1) Relevant securities owned and/or controlled:                                6,481,733    0.73    5,461,859   0.62 
                                                                               -----------  ------  -----------  ----- 
 (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:                                                                        6,481,733    0.73    5,461,859   0.62 
                                                                               -----------  ------  -----------  ----- 
 

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:    N/A 
 Details, including nature of the rights concerned and relevant percentages:   N/A 
                                                                              ---- 
 
   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   Purchases/sales   Total number     Highest price             Lowest price 
 security                              of securities    per unit paid/received    per unit paid/received 
 CDI                PURCHASES         158,073          5.9000 AUD                5.8200 AUD 
                   ----------------  ---------------  ------------------------  ------------------------ 
 CDI                SALES             511,369          5.9000 AUD                5.8250 AUD 
                   ----------------  ---------------  ------------------------  ------------------------ 
 
   (b)        Cash-settled derivative transactions 
 
Class of relevant   Product description   Nature of dealing         Number of reference   Price per 
 security            e.g. CFD              e.g. opening/closing      securities            unit 
                                           a long/short position, 
                                           increasing/reducing 
                                           a long/short position 
N/A                N/A                   N/A                       N/A                   N/A 
                   --------------------  ------------------------  --------------------  ---------- 
 
    (c)       Stock-settled derivative transactions (including options) 
   (i)         Writing, selling, purchasing or varying 
 
   Class of       Product        Writing,      Number of       Exercise          Type       Expiry date   Option money 
   relevant     description    purchasing,     securities      price per         e.g.                        paid/ 
   security      e.g. call       selling,       to which         unit         American,                   received per 
                   option      varying etc.      option                        European                       unit 
                                                relates                          etc. 
 N/A            N/A            N/A            N/A            N/A             N/A            N/A           N/A 
               -------------  -------------  -------------  --------------  -------------  ------------  ------------- 
 
   (ii)        Exercise 
 
   Class of relevant      Product description   Exercising/ exercised    Number of securities     Exercise price per 
        security            e.g. call option           against                                           unit 
 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:    20 JULY 2018 
 Contact name:          Craig Horsley 
                       ------------------ 
 Telephone number:      [phone] 
                       ------------------ 
 

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 [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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July 20, 2018 06:47 ET (10:47 GMT)