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Monday 04 October, 2021

JP Morgan Sec LLC

Form 8.5 (EPT/NON-RI)-NortonLifeLock Inc Amend

RNS Number : 9775N
J.P. Morgan Securities LLC
04 October 2021
 

AMENDMENT

 

FORM 8.5 (EPT/NON-RI)

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

 

1.  KEY INFORMATION

 

(a) Name of exempt principal trader:

J.P. Morgan Securities LLC

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

  Use a separate form for each offeror/offeree

NortonLifeLock Inc.

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

Financial Adviser and Corporate Broker to Avast PLC.

(d) Date position held/dealing undertaken:

  For an opening position disclosure, state the latest practicable date prior to the disclosure

28 September 2021

(e) 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?

  If it is a cash offer or possible cash offer, state "N/A"

Yes, Avast Plc

 

2.  POSITIONS OF THE EXEMPT PRINCIPAL TRADER

 

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(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)  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:

 

USD 0.01 common

 

 

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

2,045,566 

0.35

1,285,207 

0.22

(2) Cash-settled derivatives:

 

572,913 

0.10

100,557 

0.02

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0.00

7,696 

0.00

 

  TOTAL:

2,618,479 

0.45

1,393,460 

0.24

 

Class of relevant security:

 

Senior Unsecured Convertible Notes August 2022

 

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1,094,000

 

0.18



(2) Cash-settled derivatives:

 





(3) Stock-settled derivatives (including options) and agreements to purchase/sell:





 

  TOTAL:

1,094,000

0.18



 

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).

 

(b)  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 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 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 relevant security

Purchases/ sales

 

Total number of securities

Highest price per unit paid/received

 

Lowest price per unit paid/received

 

USD 0.01 common

 

 

 

 

 

 

 

Purchases

 

Sales

 

 

 

 

 

 

 

 

17,642  

 

 37,852

25.8050 USD

 

25.8000 USD

25.6344 USD

 

25.5700 USD

 

 

 

 

 

 

 

 

 

 

 

 

 

(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

 

USD 0.01 common

Equity Swaps

Opening a long position

11,205

25.6344 USD

 

(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









 

(ii)  Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit





 

 

 

(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)


 

 



 

 

4.  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

 

 

 

(c)  Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

Yes

 

 

Date of disclosure:

04 October 2021

Contact name:

Alwyn Basch

Telephone number:

020 7742 7407

 

 

 

 

 

 

SUPPLEMENTAL FORM  8

 

IRISH TAKEOVER PANEL

 

DISCLOSURE UNDER RULE 8.1 AND RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013

 

 

 

 

DETAILS OF OPEN POSITIONS

 

(This form should be attached to Form 8.1(a) & (b)(i), Form 8.1(b)(ii) or Form 8.3, as appropriate)

 

OPEN POSITIONS  (Note   1)

 

 

Productname,

e.g. call option

Written, orpurchased

Numberofrelevant securitiestowhichtheoptionorderivativerelates

Exercise price (Note 2) (USD)

Type, e.g.American,Europeanetc.

Expiry date

Barrier Reverse Convertible Note

Written

 

Written

 

 

1,211

 

6,485

16.52

 

15.42

American

 

American

 

11/04/2022

 

11/11/2021

 

 

Notes

 

1.  Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell must also be given on this form.

 

2.  For all prices and other monetary amounts, the currency must be stated.

 

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

 

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 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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