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REG - Goldman Sachs & Co. Qualcomm Inc - Form 8.5 (EPT/NON-RI) - Qualcomm

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RNS Number : 8391P  Goldman Sachs & Co. LLC  04 July 2025

 

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:                                             GOLDMAN SACHS & CO. LLC
 (b) Name of offeror/offeree in relation to whose relevant securities this form   AQUA ACQUISITION SUB LLC (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF QUALCOMM
 relates:                                                                         INCORPORATED)

      Use a separate form for each offeror/offeree
 (c) Name of the party to the offer with which exempt principal trader is         ALPHAWAVE IP GROUP PLC
 connected:
 (d) Date position held/dealing undertaken:                                       03 July 2025

      For an opening position disclosure, state the latest practicable date
 prior to the disclosure
 (e) In addition to the company in 1(b) above, is the exempt principal trader     NO
 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 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 0.0001 common

                                                                      Interests           Short positions
                                                                      Number       %      Number     %
 (1) Relevant securities owned and/or controlled:                     2,572,849.3  0.23   24,863.3   0.00
 (2) Cash-settled derivatives:                                        3,119,610    0.28   316,276    0.02
 (3) Stock-settled derivatives (including options) and agreements to  202,120      0.01   473,506    0.04
 purchase/sell:
                                                                      5,894,579.3  0.54   814,645.3  0.07

      TOTAL:

 

 

 

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 0.0001 common           Purchases         175,966                     163.9000 USD                          162.1150 USD
 USD 0.0001 common           Sales             167,902                     163.9500 USD                          144.5683 USD

 

 

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                              Number of reference securities  Price per unit

                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                  position
 USD 0.0001 common           CFD                  Reducing a short position                                                      88                              162.1776 USD
 USD 0.0001 common           CFD                  Increasing a long position                                                     32                              162.1776 USD
 USD 0.0001 common           CFD                  Reducing a short position                                                      114                             162.2075 USD
 USD 0.0001 common           CFD                  Increasing a short position                                                    93                              162.4095 USD
 USD 0.0001 common           CFD                  Reducing a long position                                                       36                              162.4189 USD
 USD 0.0001 common           CFD                  Increasing a short position                                                    445                             162.4225 USD
 USD 0.0001 common           CFD                  Increasing a short position                                                    725                             162.4235 USD
 USD 0.0001 common           CFD                  Increasing a short position                                                    800                             162.7560 USD
 USD 0.0001 common           CFD                  Increasing a short position                                                    1,304                           162.7560 USD
 USD 0.0001 common           CFD                  Reducing a short position                                                      135                             162.8262 USD
 USD 0.0001 common           CFD                  Reducing a short position                                                      149                             162.8262 USD
 USD 0.0001 common           CFD                  Reducing a short position                                                      43                              162.8262 USD
 USD 0.0001 common           CFD                  Reducing a short position                                                      9,187                           162.8643 USD
 USD 0.0001 common           CFD                  Opening a long position                                                        1,166                           162.8733 USD
 USD 0.0001 common           CFD                  Increasing a long position                                                     442                             162.9219 USD
 USD 0.0001 common           CFD                  Increasing a long position                                                     393                             163.6422 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                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.
 USD 0.0001 common           Call Option / (1.00 : 100.00)         Selling                                     200 (20,000)                                  175.0000 USD             AMERICAN                       18/06/2026   17.1500 USD

 

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising / exercised against  Number of securities  Exercise price per unit

                             e.g. call option

 

(d)        Other dealings (including subscribing for new securities)

 

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

                             e.g. subscription, conversion

 

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 July 2025
 Contact name:        Papa Lette and Andrzej Szyszka
 Telephone number:    +33(1) 4212 1459 / +48(22) 317 4817

 

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
(http://www.thetakeoverpanel.org.uk) .

 

SUPPLEMENTAL FORM 8(OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENT TO

PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

      Full name of person making disclosure:                                GOLDMAN SACHS & CO. LLC
      Name of offeror/offeree in relation to whose relevant securities      AQUA ACQUISITION SUB LLC (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF QUALCOMM
 disclosure relates:                                                        INCORPORATED)

 

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

 Class of relevant security  Product description e.g. call option  Written or purchased  Number of securities to which option or derivative relates  Exercise price per unit  Type                           Expiry date

                                                                                                                                                                              e.g. American, European etc.
 USD 0.0001 common           Call Option                           Purchased             2,700                                                       160.0000 USD             AMER                           15/08/2025
 USD 0.0001 common           Call Option                           Purchased             4,700                                                       145.0000 USD             AMER                           18/07/2025
 USD 0.0001 common           Call Option                           Sold                  5,000                                                       160.0000 USD             AMER                           16/01/2026
 USD 0.0001 common           Call Option                           Purchased             5,000                                                       165.0000 USD             AMER                           17/10/2025
 USD 0.0001 common           Call Option                           Purchased             8,600                                                       160.0000 USD             AMER                           19/09/2025
 USD 0.0001 common           Call Option                           Purchased             12,500                                                      185.0000 USD             AMER                           16/01/2026
 USD 0.0001 common           Call Option                           Purchased             17,500                                                      175.0000 USD             AMER                           17/10/2025
 USD 0.0001 common           Call Option                           Sold                  20,000                                                      175.0000 USD             AMER                           18/06/2026
 USD 0.0001 common           NA                                    Sold                  90                                                          131.4773 USD             EURO                           18/08/2026
 USD 0.0001 common           NA                                    Sold                  160                                                         145.9600 USD             EURO                           28/07/2025
 USD 0.0001 common           NA                                    Sold                  502                                                         182.0867 USD             EURO                           06/07/2026
 USD 0.0001 common           NA                                    Sold                  504                                                         145.5553 USD             EURO                           03/09/2025
 USD 0.0001 common           NA                                    Sold                  2,000                                                       144.0684 USD             EURO                           25/07/2025
 USD 0.0001 common           NA                                    Sold                  2,040                                                       144.5683 USD             EURO                           29/01/2026
 USD 0.0001 common           NA                                    Purchased             5,760                                                       162.1513 USD             EURO                           09/04/2026
 USD 0.0001 common           NA                                    Sold                  11,210                                                      142.7849 USD             EURO                           14/08/2026
 USD 0.0001 common           Put Option                            Sold                  660                                                         130.9000 USD             EURO                           04/03/2026
 USD 0.0001 common           Put Option                            Sold                  2,500                                                       155.0000 USD             AMER                           19/09/2025
 USD 0.0001 common           Put Option                            Purchased             5,000                                                       125.0000 USD             AMER                           17/10/2025
 USD 0.0001 common           Put Option                            Purchased             5,000                                                       130.0000 USD             AMER                           19/09/2025
 USD 0.0001 common           Put Option                            Sold                  5,000                                                       160.0000 USD             AMER                           16/01/2026
 USD 0.0001 common           Put Option                            Purchased             5,400                                                       145.0000 USD             AMER                           19/09/2025
 USD 0.0001 common           Put Option                            Purchased             8,100                                                       130.0000 USD             AMER                           15/08/2025
 USD 0.0001 common           Put Option                            Purchased             9,400                                                       125.0000 USD             AMER                           18/07/2025
 USD 0.0001 common           Put Option                            Purchased             12,500                                                      130.0000 USD             AMER                           19/12/2025
 USD 0.0001 common           Put Option                            Sold                  12,500                                                      160.0000 USD             AMER                           18/07/2025
 USD 0.0001 common           Put Option                            Sold                  18,500                                                      131.0000 USD             AMER                           19/12/2025
 USD 0.0001 common           Put Option                            Sold                  19,300                                                      130.0000 USD             AMER                           18/06/2026
 USD 0.0001 common           Put Option                            Purchased             20,000                                                      130.0000 USD             AMER                           16/01/2026
 USD 0.0001 common           Put Option                            Purchased             28,300                                                      95.0000 USD              AMER                           16/01/2026
 USD 0.0001 common           Put Option                            Purchased             33,000                                                      142.0000 USD             AMER                           03/07/2025
 USD 0.0001 common           Put Option                            Purchased             35,400                                                      140.0000 USD             AMER                           03/07/2025
 USD 0.0001 common           Put Option                            Sold                  39,400                                                      135.0000 USD             AMER                           16/01/2026
 USD 0.0001 common           Put Option                            Purchased             39,900                                                      130.0000 USD             AMER                           18/06/2026
 USD 0.0001 common           Put Option                            Sold                  47,500                                                      155.0000 USD             AMER                           19/09/2025
 USD 0.0001 common           Put Option                            Purchased             50,000                                                      141.0000 USD             AMER                           03/07/2025
 USD 0.0001 common           Put Option                            Purchased             180,000                                                     105.0000 USD             AMER                           16/01/2026

 

 

3.         AGREEMENTS TO PURCHASE OR SELL

 

 Full details should be given so that the nature of the interest or position
 can be fully understood:

 

It is not necessary to provide details on a Supplement form (Open Positions)
with regard to cash-settled derivatives.

 

 The currency of all pieces and other monetary amounts should be stated.

 

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
(http://www.thetakeoverpanel.org.uk) .

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