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: | J.P. Morgan Securities Plc |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Spectris plc |
| (c) Name of the party to the offer with which exempt principal trader is connected: | Financial advisor to KKR & CO INV. |
| (d) Date dealing undertaken: | 24 June 2025 |
| (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 |
| 5p ordinary | Purchase
Sale | 397,180
368,038 | 38.2200 GBP
38.2400 GBP | 38.0262 GBP
37.9894 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 |
| 5p ordinary | Equity Swap | Decrease Long
Decrease Short
Increase Long
Increase Short
Opening a Long Position
Opening a Short Position
| 7,133 2,600 21,093 16,399 6,099 3 1,330 3,073 4,070
5 1,071 101 19 2,501 22 5 9 6,229 6 14,537 384 3 4
736 1,135 100 193 3,132 1,144 265 8,602 14
3 10,000 6,318 11,030 4,677 8 2,248 785 3,061 175 2,497 2 10,494 1 1,654 30,000
22,368 50
3,724 29,855 14,926 50 | 38.0909 GBP 38.1111 GBP 38.1145 GBP 38.1293 GBP 38.1400 GBP 38.1427 GBP 38.1438 GBP 38.1445 GBP 38.1471 GBP
37.9760 GBP 38.0686 GBP 38.0699 GBP 38.0760 GBP 38.0927 GBP 38.0960 GBP 38.1050 GBP 38.1160 GBP 38.1210 GBP 38.1245 GBP 38.1322 GBP 38.1352 GBP 38.1562 GBP 38.1960 GBP
37.9960 GBP 38.0976 GBP 38.1173 GBP 38.1196 GBP 38.1313 GBP 38.1362 GBP 38.1373 GBP 38.1376 GBP 38.1383 GBP
38.0738 GBP 38.0839 GBP 38.1164 GBP 38.1197 GBP 38.1301 GBP 38.1338 GBP 38.1364 GBP 38.1370 GBP 38.1375 GBP 38.1386 GBP 38.1406 GBP 38.1438 GBP 38.1446 GBP 38.1448 GBP 38.1538 GBP 38.1581 GBP
38.0810 GBP 38.2372 GBP
38.1329 GBP 38.1375 GBP 38.1436 GBP 38.1578 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 |
| | | | | | | | |
(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: | 25 June 2025 |
Contact name: | Hetvi Shah |
Telephone number: | 44 2034 936359 |
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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