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 | John Wood Group plc |
| (c) Name of the party to the offer with which exempt principal trader is connected: | John Wood Group plc |
| (d) Date dealing undertaken: | 31 July 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 |
| 4 2/7p ordinary | PURCHASES | 1,101,023 | 2.0920 GBP | 1.9620 GBP |
| 4 2/7p ordinary | SALES | 1,010,038 | 2.0920 GBP | 1.9630 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 |
| 4 2/7p ordinary | CFD | increasing a long position | 10,000 | 1.9640 GBP |
| 4 2/7p ordinary | CFD | increasing a long position | 41 | 1.9893 GBP |
| 4 2/7p ordinary | CFD | increasing a long position | 1,068 | 2.0059 GBP |
| 4 2/7p ordinary | CFD | increasing a long position | 1,478 | 2.0059 GBP |
| 4 2/7p ordinary | CFD | increasing a long position | 13,209 | 2.0181 GBP |
| 4 2/7p ordinary | CFD | increasing a long position | 1,405 | 2.0181 GBP |
| 4 2/7p ordinary | CFD | increasing a long position | 146 | 2.0400 GBP |
| 4 2/7p ordinary | CFD | increasing a long position | 3,084 | 2.0400 GBP |
| 4 2/7p ordinary | CFD | increasing a long position | 3,251 | 2.0400 GBP |
| 4 2/7p ordinary | CFD | increasing a short position | 1,286 | 1.9656 GBP |
| 4 2/7p ordinary | CFD | increasing a short position | 2,259 | 1.9857 GBP |
| 4 2/7p ordinary | CFD | increasing a short position | 46,951 | 1.9862 GBP |
| 4 2/7p ordinary | CFD | increasing a short position | 100 | 1.9990 GBP |
| 4 2/7p ordinary | CFD | increasing a short position | 259 | 2.0086 GBP |
| 4 2/7p ordinary | CFD | increasing a short position | 9,857 | 2.0093 GBP |
| 4 2/7p ordinary | CFD | increasing a short position | 4,320 | 2.0177 GBP |
| 4 2/7p ordinary | CFD | increasing a short position | 31,301 | 2.0412 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 141 | 2.0086 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 6,056 | 2.0104 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 26,500 | 2.0147 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 11,186 | 2.0157 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 212 | 2.0157 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 30,008 | 2.0266 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 2,233 | 2.0381 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 18,143 | 2.0400 GBP |
| 4 2/7p ordinary | CFD | reducing a long position | 16,582 | 2.0400 GBP |
| 4 2/7p ordinary | CFD | reducing a short position | 3,300 | 1.9723 GBP |
| 4 2/7p ordinary | CFD | reducing a short position | 2,808 | 1.9723 GBP |
| 4 2/7p ordinary | CFD | reducing a short position | 180 | 1.9944 GBP |
| 4 2/7p ordinary | CFD | reducing a short position | 100 | 2.0000 GBP |
| 4 2/7p ordinary | CFD | reducing a short position | 52,395 | 2.0096 GBP |
| 4 2/7p ordinary | CFD | reducing a short position | 3,092 | 2.0114 GBP |
| 4 2/7p ordinary | CFD | reducing a short position | 25,000 | 2.0224 GBP |
| 4 2/7p ordinary | CFD | reducing a short position | 1,546 | 2.0400 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: | 01 August 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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