HSBC Bank Plc - Form 8.5 (EPT/RI) - Learning Technologies Group plc

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: HSBC Bank Plc (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree Learning Technologies Group plc (c) Name of the party to the...

London, 07/11/2024 (informazione.it - comunicati stampa - servizi)

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:	HSBC Bank Plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Learning Technologies Group plc
(c) Name of the party to the offer with which exempt principal trader is connected:	OFFEROR: GASC APF, L.P. and certain of its managed or advised funds (including Atlantic Park), accounts and/or affiliates (collectively, General Atlantic)
(d) Date dealing undertaken:	6 November 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 (GBP)	Lowest price per unit paid/received (GBP)
Ordinary Shares	Purchase	39,542	89.902 p	88.609 p
Ordinary Shares	Sale	143	89.090 p	89.090 p

(b) Cash-settled derivative transactions

Class of relevant security	Product description	Nature of dealing	Number of reference securities	Price per unit (GBP)
Class of relevant security	e.g. CFD	e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit (GBP)
Ordinary shares	Swap	Increasing a short position	1,861	89.217 p
Ordinary shares	Swap	Increasing a short position	5,439	89.902 p
Ordinary shares	Swap	Increasing a short position	1,063	88.609 p
Ordinary shares	Swap	Increasing a short position	2,421	89.884 p
Ordinary shares	Swap	Increasing a short position	744	89.217 p
Ordinary shares	Swap	Increasing a short position	2,173	89.902 p
Ordinary shares	Swap	Increasing a short position	424	88.609 p
Ordinary shares	Swap	Increasing a short position	967	89.884 p
Ordinary shares	Swap	Increasing a short position	1,377	89.217 p
Ordinary shares	Swap	Increasing a short position	4,028	89.902 p
Ordinary shares	Swap	Increasing a short position	787	88.609 p
Ordinary shares	Swap	Increasing a short position	1,795	89.884 p
Ordinary shares	Swap	Increasing a short position	1,070	89.217 p
Ordinary shares	Swap	Increasing a short position	3,128	89.902 p
Ordinary shares	Swap	Increasing a short position	610	88.609 p
Ordinary shares	Swap	Increasing a short position	1,394	89.884 p
Ordinary shares	Swap	Increasing a short position	1,194	89.217 p
Ordinary shares	Swap	Increasing a short position	3,495	89.902 p
Ordinary shares	Swap	Increasing a short position	681	88.609 p
Ordinary shares	Swap	Increasing a short position	1,556	89.884 p
Ordinary shares	Swap	Increasing a short position	332	89.217 p
Ordinary shares	Swap	Increasing a short position	959	89.902 p
Ordinary shares	Swap	Increasing a short position	188	88.609 p
Ordinary shares	Swap	Increasing a short position	424	89.886 p
Ordinary shares	Swap	Increasing a short position	222	89.217 p
Ordinary shares	Swap	Increasing a short position	649	89.902 p
Ordinary shares	Swap	Increasing a short position	128	88.609 p
Ordinary shares	Swap	Increasing a short position	290	89.884 p

(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)

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:	7 November 2024
Contact name:	Dhruti Singh
Telephone number:	0207 088 2000

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.