Form 8.5 (EPT/RI)-Brown (N.) Group plc

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the “Code”)

1.        KEY INFORMATION

(a)        Name of exempt principal trader: Investec Bank plc
(b)        Name of offeror/offeree in relation to whose relevant securities this form relates:
        Use a separate form for each offeror/offeree		 Brown (N.) Group plc
(c)        Name of the party to the offer with which exempt principal trader is connected: Investec is sole financial adviser to Joshua Alliance on his proposed takeover offer for Brown (N.) Group plc
(d)        Date dealing undertaken: 24th October 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.        DEALINGS 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 Purchases/ sales

 Total number of securities Highest price per unit paid/received Lowest price per unit paid/received


Ordinary Shares

Purchases

39,000

39.30

39.30

(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
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 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
N/A N/A N/A N/A N/A N/A N/A N/A

(ii)        Exercise

Class of relevant security Product description
e.g. call option		 Exercising/ exercised against Number of securities Exercise price per 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
e.g. subscription, conversion		 Details Price per unit (if applicable)
N/A N/A N/A N/A

3.        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


Date of disclosure: 25th October 2024
Contact name: Priyali Bhattacharjee
Telephone number: +91-9768034903

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 dealing 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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