REG - BkofA Merrill Lynch RPS Group PLC - Form 8.5 (EPT/NON-RI)

Tetra TechAnnouncement

24/01/2023 11:30

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RNS Number : 6958N  Bank of America Merrill Lynch  24 January 2023

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:                                        BofA Securities Europe SA
 (b)  Name of offeror/offeree in relation to whose                            RPS GROUP PLC

 relevant securities this form relates:
    Use a separate form for each offeror/offeree
 (c)  Name of the party to the offer with which exempt principal trader is    Tetra Tech UK Holdings Limited (a wholly-owned subsidiary of Tetra Tech, Inc.)
    connected:
 (d)  Date position held/dealing undertaken:                                  23/01/2023
    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                        N/A

 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"

BofA Securities Europe SA

 (b)  Name of offeror/offeree in relation to whose

relevant securities this form relates:
      Use a separate form for each offeror/offeree

RPS GROUP PLC

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

Tetra Tech UK Holdings Limited (a wholly-owned subsidiary of Tetra Tech, Inc.)

 (d)  Date position held/dealing undertaken:
      For an opening position disclosure, state the latest

practicable date prior to the disclosure

23/01/2023

 (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"

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:
                                       Interests      Short Positions
                                       Number  %      Number    %
 (1)  Relevant securities owned        0       0 %    0         0 %

 and/or controlled:
 (2)  Cash-settled derivatives:        0       0%     0         0%
 (3)  Stock-settled derivatives        0       0%     0         0 %

 (including options) and

 agreements to purchase/sell:
 TOTAL:                                0       0%     0         0%

0

0 %

0

0 %

 (2)  Cash-settled derivatives:

0

0%

0

0%

 (3)  Stock-settled derivatives

(including options) and

agreements to purchase/sell:

0

0%

0

0 %

TOTAL:

0

0%

0

0%

 

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   N/A

which subscription right exists:
 Details, including nature of the rights     N/A

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/  Total number of securities  Highest price   Lowest price

sales
per unit
per unit

paid/received
paid/received

 

 (b)  Cash-settled derivative transactions

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

relevant security
e.g. CFD
e.g. opening/closing a

long/short position, increasing/reducing a

long/short position
 3p ordinary         Swaps - Equity Swaps  Reducing a Short Position                    96,154                          2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Reducing a Short Position                    100,000                         2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Closing a Short Position                     4,520                           2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Reducing a Short Position                    305,000                         2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Reducing a Short Position                    76,000                          2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Closing a Short Position                     4,166                           2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Reducing a Short Position                    153,846                         2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Reducing a Short Position                    1,590,558                       2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Reducing a Short Position                    355,000                         2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Reducing a Short Position                    431,189                         2.22 GBP
 3p ordinary         Swaps - Equity Swaps  Closing a Short Position                     1,314                           2.22 GBP

 

 (c)  Stock-settled derivative transactions (including options)

 (i)  Writing, selling, purchasing or varying

 Class               Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number                               Exercise   Type                           Expiry date  Option money paid/ received per unit

of
of
price
e.g. American, European etc.

relevant security
securities to which option relates
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  Exercising/  Number of    Exercise Price per

e.g. call option
exercised
securities
unit

against
 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               Details  Price per unit (if applicable)

e.g. subscription, conversion
 N/A                         N/A                             N/A      N/A

 

 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?  No

 

 Date of disclosure:  24/01/2023
 Contact name:        Frank Lui
 Telephone number:    +44207 996 6418

 

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) .

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