Sophos : Bank of Montreal - Form 8.3 - Sophos Group plc

RNS Number : 0591B

Bank of Montreal

27 January 2020

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:	Bank of Montreal
(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	Sophos Group plc
	whose relevant securities this form
	relates:
	Use a separate form for each
	offeror/offeree
(d) If an exempt fund manager
	connected with an offeror/offeree,
	state this and specify identity of
	offeror/offeree:
(e) Date position held/dealing	24 January 2020
	undertaken:	(Bank of Montreal amended
	For an opening position disclosure, state	positions and dealings
	the latest practicable date prior to the	disclosed previously. Please
	disclosure	see historical position and
		dealing details in
		supplemental form at the
		end of this disclosure)
(f)	In addition to the company in 1(c)	N/A
	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"

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.

1. 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	830,027	0.17
owned and/or
controlled:
(2) Cash-settled			0	0.00
derivatives:
(3) Stock-settled
derivatives (including
options) and
agreements to
purchase/sell:
TOTAL:	830,027	0.17	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).

1. 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

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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		Purchase/sale	Number of		Price per unit
	relevant				securities
	security
3p ordinary		Sell	5,137,507			USD 7.37
(b)	Cash-settled derivative transactions
Class of	Product	Nature of dealing	Number		Price per
relevant	description	e.g. opening/closing		of		unit
security	e.g. CFD	a long/short position,	reference
				increasing/reducing	securities
				a long/short position
3p ordinary	Swap	Closing a short	5,137,507		USD 7.37
				position

1. Stock-settledderivative transactions (including options)

1. Writing, selling, purchasing or varying

Class of	Product	Writing,	Number	Exercise	Type	Expiry	Option
relevant	description	purchasing,	of	price	e.g.	date	money
security	e.g. call	selling,	securities	per unit	American,		paid/
	option	varying	to which		European		received
		etc.	option		etc.		per unit
			relates

1. Exercise

Class of	Product	Exercising/	Number of	Exercise
relevant	description	exercised	securities	price per
security	e.g. call	against		unit
	option

1. Other dealings (including subscribing for new securities)

Class of	Nature of dealing	Details	Price per
relevant	e.g. subscription,		unit (if
security	conversion		applicable)

4. OTHER INFORMATION

1. 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

1. 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:

1. the voting rights of any relevant securities under any option; or
2. 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:	27 January 2020
Contact name:	Renate Ekre
Telephone number*:	[phone]

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Public disclosures under Rule 8 of the Code must be made to aRegulatory Information Service.

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

*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 atwww.thetakeoverpanel.org.uk.

Position amendment for trade date 13 November 2019, 22 November 2019, 03 December 2019, 04 December 2019, 05 December 2019, 10 December 2019, 13 December 2019, 16 December 2019, 20 December 2019, 06 January 2020, 08 January 2020, 13 January 2020, 20 January 2020, and 22 January 2020

Class of relevant security:		3p ordinary
13 November 2019	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities	10,161,227	2.07
owned and/or controlled:
(2) Cash-settled			6,637,507	1.35
derivatives:

1. Stock-settledderivatives (including options) and agreements to purchase/sell:

TOTAL:

10,161,227

2.07

6,637,507

1.35

Bank of Montreal does not have discretion regarding dealing and offer acceptance decisions in respect of 47,812 shares that are included in the total above

Class of relevant security:		3p ordinary
22 November 2019	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities	12,161,227	2.48
owned and/or controlled:
(2) Cash-settled			8,637,507	1.76
derivatives:

1. Stock-settledderivatives (including options) and agreements to purchase/sell:

TOTAL:

12,161,227

2.48

8,637,507

1.76

Bank of Montreal does not have discretion regarding dealing and offer acceptance decisions in respect of 47,812 shares that are included in the total above

Class of relevant security:			3p ordinary
03 December 2019	Interests		Short positions
	Number		%	Number	%
(1) Relevant securities	12,113,415		2.47
owned and/or controlled:
(2) Cash-settled				8,637,507	1.76
derivatives:
(3) Stock-settled
derivatives (including options)
and agreements to
purchase/sell:
TOTAL:	12,113,415		2.47	8,637,507	1.76
Class of relevant security:			3p ordinary
04 December 2019	Interests		Short positions
	Number		%	Number	%
(1) Relevant securities	12,110,434		2.47
owned and/or controlled:
(2) Cash-settled				8,637,507	1.76
derivatives:
(3) Stock-settled
derivatives (including options)
and agreements to
purchase/sell:
TOTAL:	12,110,434		2.47	8,637,507	1.76
Class of relevant security:			3p ordinary
05 December 2019	Interests		Short positions
	Number		%	Number	%
(1) Relevant securities	12,294,434		2.5
owned and/or controlled:
(2) Cash-settled				8,821,507	1.79
derivatives:

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(3) Stock-settled
derivatives (including options)
and agreements to
purchase/sell:
TOTAL:	12,294,434		2.5	8,821,507	1.79
Class of relevant security:			3p ordinary
10 December 2019	Interests		Short positions
	Number		%	Number	%
(1) Relevant securities	12,743,845		2.59
owned and/or controlled:
(2) Cash-settled				9,260,418	1.88
derivatives:
(3) Stock-settled
derivatives (including options)
and agreements to
purchase/sell:
TOTAL:	12,743,845		2.59	9,260,418	1.88
Class of relevant security:			3p ordinary
13 December 2019	Interests		Short positions
	Number		%	Number	%
(1) Relevant securities	10,471,989		2.13
owned and/or controlled:
(2) Cash-settled				9,260,418	1.88
derivatives:
(3) Stock-settled
derivatives (including options)
and agreements to
purchase/sell:
TOTAL:	10,471,989		2.13	9,260,418	1.88
Class of relevant security:			3p ordinary
16 December 2019	Interests		Short positions
	Number		%	Number	%
(1) Relevant securities	10,067,695		2.05
owned and/or controlled:
(2) Cash-settled				9,260,418	1.88
derivatives:
(3) Stock-settled
derivatives (including options)
and agreements to
purchase/sell:
TOTAL:	10,067,695		2.05	9,260,418	1.88
Class of relevant security:			3p ordinary
20 December 2019	Interests		Short positions
	Number		%	Number	%
(1) Relevant securities	10,069,794		2.05
owned and/or controlled:
(2) Cash-settled				9,260,418	1.88
derivatives:
(3) Stock-settled
derivatives (including options)
and agreements to
purchase/sell:
TOTAL:	10,069,794		2.05	9,260,418	1.88
Class of relevant security:			3p ordinary
06 January 2020	Interests		Short positions
	Number		%	Number	%
(1) Relevant securities	9,885,794		2.01
owned and/or controlled:
(2) Cash-settled				9,076,418	1.84
derivatives:
(3) Stock-settled
derivatives (including options)
and agreements to
purchase/sell:
TOTAL:	9,885,794		2.01	9,076,418	1.84
Class of relevant security:			3p ordinary
08 January 2020	Interests		Short positions

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(1)	Relevant securities	Number	%	Number	%
owned and/or controlled:	9,906,445	2.01
(2)	Cash-settled			9,076,418	1.84
derivatives:

1. Stock-settledderivatives (including options) and agreements to purchase/sell:

TOTAL:	9,906,445	2.01	9,076,418	1.84
Class of relevant security:		3p ordinary
13 January 2020	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities	8,406,445	1.71
owned and/or controlled:
(2) Cash-settled			7,576,418	1.54
derivatives:

1. Stock-settledderivatives (including options) and agreements to purchase/sell:

TOTAL:	8,406,445	1.71	7,576,418	1.54
Class of relevant security:		3p ordinary
20 January 2020	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities	7,967,534	1.62
owned and/or controlled:
(2) Cash-settled			7,137,507	1.45
derivatives:

1. Stock-settledderivatives (including options) and agreements to purchase/sell:

TOTAL:	7,967,534	1.62	7,137,507	1.45
Class of relevant security:		3p ordinary
22 January 2020	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities	5,967,534	1.21
owned and/or controlled:
(2) Cash-settled			5,137,507	1.04
derivatives:

1. Stock-settledderivatives (including options) and agreements to purchase/sell:

TOTAL:

5,967,534

1.21

5,137,507

1.04

Dealing amendment for trade date 13 November 2019, 22 November 2019, 05 December 2019, 10 December 2019, 06 January 2020, 13 January 2020, 20 January 2020, and 22 January 2020

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.

1. Purchases and sales

	Class of		Number of	Price per
Trade date	relevant	Purchase/sale
securities	unit
	security
13 November	3p ordinary	Purchase	1,500,000	USD 7.37
2019
22 November	3p ordinary	Purchase	2,000,000	GBP 5.65
2019
05 December	3p ordinary	Purchase	184,000	USD 7.38
2019
10 December	3p ordinary	Purchase	438,911	GBP 5.57
2019
06 January	3p ordinary	Sell	184,000	USD 7.40
2020
13 January	3p ordinary	Sell	1,500,000	USD 7.38
2020
20 January	3p ordinary	Sell	438,911	GBP 5.66
2020
22 January	3p ordinary	Sell	2,000,000	GBP 5.64
2020

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1. Cash-settledderivative transactions

		Product	Nature of dealing
		description	Number
	Class of		e.g. opening/closing
		a long/short	of	Price
Trade date	relevant
e.g. CFD	position,	reference	per unit
	security
	increasing/reducing	securities
			a long/short
			position
13 November	3p ordinary	Swap	Opening a short	1,500,000	USD 7.37
2019	position
22 November	3p ordinary	Swap	Opening a short	2,000,000	GBP 5.65
2019	position
05 December	3p ordinary	Swap	Opening a short	184,000	USD 7.38
2019	position
10 December	3p ordinary	Swap	Opening a short	438,911	GBP 5.57
2019	position
06 January	3p ordinary	Swap	Closing a short	184,000	USD 7.40
2020	position
13 January	3p ordinary	Swap	Closing a short	1,500,000	USD 7.38
2020	position
20 January	3p ordinary	Swap	Closing a short	438,911	GBP 5.66
2020	position
22 January	3p ordinary	Swap	Closing a short	2,000,000	GBP 5.64
2020	position

1. Stock-settledderivative transactions (including options)

1. Writing, selling, purchasing or varying

Class of	Product	Writing,	Number	Exercise	Type	Expiry	Option
relevant	description	purchasing,	of	price	e.g.	date	money
security	e.g. call	selling,	securities	per unit	American,		paid/
	option	varying	to which		European		received
		etc.	option		etc.		per unit
			relates

1. Exercise

Class of	Product	Exercising/	Number of	Exercise
relevant	description	exercised	securities	price per
security	e.g. call	against		unit
	option

1. Other dealings (including subscribing for new securities)

Class of	Nature of dealing	Details	Price per
relevant	e.g. subscription,		unit (if
security	conversion		applicable)

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END

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