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 | Just Group plc |
| (c) Name of the party to the offer with which exempt principal trader is connected: | Joint financial adviser and corporate broker to the Just Group plc |
| (d) Date dealing undertaken: | 11 August 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 |
| 10p ordinary | Purchase
Sale | 803,069
1,501,902 | 2.1300 GBP
2.1300 GBP | 2.1150 GBP
2.1149 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 |
| 10p ordinary | Equity Swap | Decrease Long
Decrease Short
Increase Long
Increase Short
| 5,026 98
800 475,847 22,602 17,400 50,412 22,189 3,800 4,975 26,528 41,769 63,641 8,417 411,918
658 3,693
13,913 17,922 13,808 40,603 10,294 8,055 1,408 662 14,627 4,874 2,986 21,799 | 2.1150 GBP 2.1250 GBP
2.1149 GBP 2.1150 GBP 2.1156 GBP 2.1161 GBP 2.1185 GBP 2.1190 GBP 2.1211 GBP 2.1236 GBP 2.1248 GBP 2.1249 GBP 2.1250 GBP 2.1287 GBP 2.8418 GBP
2.1126 GBP 2.1198 GBP
2.1152 GBP 2.1178 GBP 2.1201 GBP 2.1207 GBP 2.1211 GBP 2.1228 GBP 2.1249 GBP 2.1250 GBP 2.1261 GBP 2.1264 GBP 2.1273 GBP 2.1275 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: | 12 August 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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