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FORM 8.5
(EPT/NON-RI)
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PUBLIC OPENING POSITION
DISCLOSURE/DEALING DISCLOSURE BY AN
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EXEMPT PRINCIPAL TRADER
WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS
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(OR WHERE RI STATUS IS NOT
APPLICABLE)
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Rule 8.5 of the Takeover Code
(the "Code")
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1.
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KEY
INFORMATION
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(a)
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Name of exempt principal trader:
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BARCLAYS CAPITAL SECURITIES LTD
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(b)
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Name of offeror/offeree in relation to whose
relevant securities this form relates:
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KOSMOS ENERGY LTD
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(c)
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Name of the party to the offer with which exempt
principal trader is connected
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TULLOW OIL PLC
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(d)
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Date position held/dealing undertaken:
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13 Dec 2024
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(e)
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In
addition to the company in 1(b) above, is the exempt principal
trader making disclosures in respect of any other party to
the offer?
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YES:
TULLOW OIL PLC
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2.
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POSITIONS OF THE EXEMPT PRINCIPAL TRADER
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(a)
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Interests and short positions in the relevant securities of
the offeror or offeree
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to
which the disclosure relates following the dealing (if
any)
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Class of relevant security:
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Convertible Bond US500688AG18
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Interests
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Short
Positions
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Number
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(%)
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Number
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(%)
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(1)
Relevant securities owned and/or controlled:
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300,000
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0.06%
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0
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0.00%
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(2)
Cash-settled derivatives:
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0
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0.00%
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0
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0.00%
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(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
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0
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0.00%
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0
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0.00%
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TOTAL:
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300,000
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0.06%
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0
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0.00%
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Class of relevant security:
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USD
0.01 ordinary
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Interests
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Short
Positions
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Number
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(%)
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Number
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(%)
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(1)
Relevant securities owned and/or controlled:
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5,439,106
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1.15%
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1,905,920
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0.40%
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(2)
Cash-settled derivatives:
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6,695,620
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1.42%
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5,896,630
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1.25%
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(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
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2,948,300
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0.62%
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2,948,300
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0.62%
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TOTAL:
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15,083,026
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3.20%
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10,750,850
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2.28%
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(b)
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Rights to subscribe for new securities (including directors
and other executive options)
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Class of relevant security in relation to
which subscription right exists
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Details, including nature of the rights
concerned and relevant percentages:
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3.
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DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL
TRADER
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(a)
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Purchase and sales
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Class of relevant
security
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Purchase/sale
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Total number of
securities
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Highest price per unit
paid/received
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Lowest price per unit
paid/received
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Convertible
Bond
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Purchase
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852000
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82.2061
USD
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82.0226
USD
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USD 0.01
ordinary
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Purchase
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2058417
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3.1800
USD
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3.0050
USD
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Convertible
Bond
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Sale
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852000
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82.2061
USD
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82.0226
USD
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USD 0.01
ordinary
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Sale
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2090867
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5.0000
USD
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3.0050
USD
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(b)
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Cash-settled derivative transactions
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Class of
relevant
security
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Product
description
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Nature of
dealing
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Number of
reference
securities
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Price per
unit
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(c)
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Stock-settled derivative transactions (including
options)
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(i)
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Writing, selling, purchasing or varying
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Class
of
relevant
security
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Product
description
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Writing,
purchasing,
selling,
varying etc
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Number
of
securities
to which
option
relates
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Exercise
price
per unit
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Type
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Expiry
date
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Option
money
paid/
received
per unit
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(ii)
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Exercising
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Class of relevant
security
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Product
description
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Exercising/ exercised
against
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Number of
securities
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Exercise price per
unit
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(d)
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Other dealings (including subscribing for new
securities)
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Class of relevant
security
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Nature of
Dealings
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Details
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Price per unit (if
applicable)
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4.
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OTHER INFORMATION
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(a)
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Indemnity and other dealings arrangements
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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:
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NONE
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(b)
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Agreements, arrangements or understandings relating to options
or derivatives
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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 of future acquisition or
disposal of any relevant securities to which
any derivative is referenced:
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NONE
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(c)
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Attachments
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Is
a Supplemental Form 8 (Open Positions) attached?
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YES
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Date of disclosure:
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16 Dec 2024
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Contact name:
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Large Holdings Regulatory
Operations
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Telephone number:
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020 3134
7213
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SUPPLEMENTAL FORM 8 (OPEN
POSITIONS)
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DETAILS OF OPEN OPTION AND
DERIVATIVE POSITIONS, AGREEMENTS TO
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PURCHASE OR SELL
ETC.
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Note 5(i) on Rule 8 of the
Takeover Code (the "Code")
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1. KEY INFORMATION
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Identity of the person whose positions/dealings
are being disclosed:
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BARCLAYS CAPITAL SECURITIES LTD
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Name of offeror/offeree in relation to whose
relevant securities this from relates:
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KOSMOS ENERGY LTD
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2. OPTIONS AND DERIVATIVES
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Class
of
relevant
security
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Product
description
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Writing,
purchasing,
selling,
varying etc
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Number
of
securities
to which
option
relates
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Exercise
price
per unit
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Type
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Expiry
date
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USD 0.01
ordinary
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Put Options
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Purchased
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-2,948,300
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3.8900
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European
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USD 0.01
ordinary
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Call
Options
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Purchased
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2,948,300
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4.0845
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European
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USD 0.01
ordinary
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Call
Options
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Purchased
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2,948,300
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3.8900
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European
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USD 0.01
ordinary
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Call
Options
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Written
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-2,948,300
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4.0845
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European
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USD 0.01
ordinary
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Call
Options
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Written
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-2,948,300
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3.8900
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European
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USD 0.01
ordinary
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Put Options
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Written
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2,948,300
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3.8900
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European
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3. AGREEMENTS TO PURCHASE OR SELL
ETC.
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Full details should be given so that the nature of the
interest or position can be fully understood:
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