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: | 03 September 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 | 426,177 | 40.8018 GBP | 40.5200 GBP |
| | | | | |
| Sale | 192,797 | 40.8200 GBP | 40.5172 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 | 50 | 40.7800 GBP |
| 1,552 | 40.7861 GBP | |||
| | | | ||
| Decrease Short | 751 | 40.5316 GBP | ||
| 228 | 40.6388 GBP | |||
| 2,162 | 40.7193 GBP | |||
| 3,193 | 40.7217 GBP | |||
| 8,370 | 40.7235 GBP | |||
| 7,464 | 40.7296 GBP | |||
| 265 | 40.7297 GBP | |||
| 9,127 | 40.7303 GBP | |||
| 854 | 40.7515 GBP | |||
| 30 | 40.7559 GBP | |||
| 73 | 40.7600 GBP | |||
| 9,138 | 40.7671 GBP | |||
| 276 | 40.7705 GBP | |||
| 11 | 40.7782 GBP | |||
| 2,538 | 40.7786 GBP | |||
| 178 | 40.7794 GBP | |||
| 98,087 | 40.7800 GBP | |||
| | | | ||
| Increase Long | 300 | 40.5172 GBP | ||
| 146 | 40.7356 GBP | |||
| 3,502 | 40.7692 GBP | |||
| 1,400 | 40.7750 GBP | |||
| | | | ||
| Increase Short | 11,722 | 40.5203 GBP | ||
| 14,281 | 40.5235 GBP | |||
| 20,000 | 40.5241 GBP | |||
| 1,218 | 40.5406 GBP | |||
| 1 | 40.5441 GBP | |||
| 10,000 | 40.5625 GBP | |||
| 10,000 | 40.5848 GBP | |||
| 46,545 | 40.6320 GBP | |||
| 10,000 | 40.6431 GBP | |||
| 43,196 | 40.6706 GBP | |||
| 659 | 40.6759 GBP | |||
| 33,982 | 40.6851 GBP | |||
| 122 | 40.7018 GBP | |||
| 2,355 | 40.7176 GBP | |||
| 1,441 | 40.7507 GBP | |||
| 46 | 40.7510 GBP | |||
| 132 | 40.7559 GBP | |||
| 708 | 40.7615 GBP | |||
| 1,343 | 40.7681 GBP | |||
| 11,127 | 40.7800 GBP | |||
| 7 | 40.7806 GBP | |||
| 578 | 40.7841 GBP | |||
| 14 | 40.8018 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 |
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(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) |
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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: | 04 September 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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