Form 8.5 (EPT/RI)-Replacement of Smart Metering

Morgan Stanley & Co. Int'l plc
23 January 2024
 

AMENDMENT(2(a), 2(b))

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:

Morgan Stanley & Co. International plc

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Smart Metering Systems plc

(c) Name of the party to the offer with which exempt principal trader is connected:

Sienna Bidco Limited (a company wholly-owned by funds advised by KKR)

(d) Date dealing undertaken:

18 January 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

1p ordinary

SALES

1,729,649

9.5005 GBP

9.4799 GBP

1p ordinary

PURCHASES

796,116

9.5066 GBP

9.4750 GBP

 

(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

1p ordinary

CFD

increasing a long position

725

9.4853 GBP

1p ordinary

CFD

increasing a long position

341,389

9.4924 GBP

1p ordinary

CFD

increasing a long position

397,744

9.4925 GBP

1p ordinary

CFD

increasing a long position

20,000

9.4952 GBP

1p ordinary

CFD

increasing a long position

992

9.5000 GBP

1p ordinary

CFD

increasing a long position

116,460

9.5000 GBP

1p ordinary

CFD

increasing a short position

14,735

9.4954 GBP

1p ordinary

CFD

increasing a short position

5,018

9.4990 GBP

1p ordinary

CFD

increasing a short position

21

9.4995 GBP

1p ordinary

CFD

increasing a short position

8,314

9.5000 GBP

1p ordinary

CFD

increasing a short position

393

9.5000 GBP

1p ordinary

CFD

increasing a short position

638

9.5000 GBP

1p ordinary

CFD

increasing a short position

21,852

9.5014 GBP

1p ordinary

CFD

increasing a short position

34,295

9.5025 GBP

1p ordinary

CFD

increasing a long position

108

9.4800 GBP

1p ordinary

CFD

increasing a short position

39,558

9.4971 GBP

1p ordinary

CFD

increasing a short position

700

9.5100 GBP

1p ordinary

CFD

reducing a short position

39,558

9.4895 GBP

1p ordinary

CFD

reducing a short position

142,671

9.4925 GBP

 

(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:

23 January 2024

Contact name:

Craig Horsley

Telephone number:

+44 141 245-7736

 

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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