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FORM 8.5 (EPT / RI)
DISCLOSURE OF PUBLIC AFFAIRS BY AN EXEMPTED MAIN OPERATOR WITH A RECOGNIZED INTERMEDIATE STATUS WORKING AT CUSTOMER SERVICE CAPACITY
Rule 8.5 of the OPA Code (the “Code”)
1. KEY INFORMATION
| (a) Name of the main exempt operator: | HSBC BANK ATM |
| (b) Name of the offeror / recipient in relation to the titles concerned by this form:
Use a separate form for each offeror / offeree |
TalkTalk Telecom Group plc |
| (c) Name of the party to the offer with which the main exempt operator is linked: |
Free – TalkTalk Telecom Group plc |
| (d) Date of the transaction: |
December 16, 2020 |
| (e) In addition to the company mentioned in 1 (b) above, does the exempt primary dealer make any disclosures regarding any other party to this offer?
If it is a cash offer or a possible cash offer, indicate “N / A” |
N / A |
2. OPERATIONS OF THE EXEMPT MAIN OPERATOR
When there have been trades in more than one relevant class of originator or recipient named in 1 (b), copy table 2 (a), (b), (c) or (d) (as the case may be) for each class of securities concerned processed.
The currency of all prices and other monetary amounts must be indicated.
(a) Purchases and sales
| Relevant safety class | Purchases / Sales
|
Total number of titles | Highest price per unit paid / received
(GBP) |
Lowest price per unit paid / received
(GBP) |
|
Ordinary actions |
purchase |
2,000 | 97,000 p | 97,000 p |
|
Ordinary actions |
Sale |
2,000 | 97,000 p | 97,000 p |
(b) Cash-settled derivative transactions
| Relevant safety class | Product Description
eg CFD |
Nature of the operation
For example, open / close a long / short position, increase / decrease a long / short position |
Number of benchmark titles | Unit price (GBP) |
(c) Equity-settled derivative transactions (including options)
(i) Writing, selling, buying or modifying
| Relevant safety class | Product Description for example call option | Writing, buying, selling, variation etc. | Number of securities to which the option relates | Strike price per unit | Type
for example American, European, etc. |
Expiration date | Optional money paid / received per unit |
(ii) Exercise
| Relevant safety class | Product Description
for example call option |
Exercise / exercised against | Number of titles | Strike price per unit |
|
|
(d) Other transactions (including subscription of new securities)
| Relevant safety class | Nature of the operation
for example, subscription, conversion |
Details | Unit price (if applicable) |
3. OTHER INFORMATION
(a) Compensation and other negotiation arrangements
| Details of any indemnity or option agreement, or any agreement or arrangement, formal or informal, relating to relevant securities which may be an inducement to trade or refrain from trading entered into by the exempt principal trader who does 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 agreements, indicate “none” |
(b) Agreements, arrangements or agreements relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the exempt primary dealer making the disclosure and any other person relating to:
(i) the voting rights of any security concerned within the framework of an option; or (ii) voting rights or the future acquisition or disposal of any relevant security to which a derivative is referenced: If there are no such agreements, arrangements or agreements, indicate “none” |
| Disclosure Date: | December 17, 2020 |
| Name of the contact: | Mukhtar Khan |
| Phone number: | 0207 088 2000 |
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 regarding the Code’s transaction 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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