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: | 15 October 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 | 42,768 | 92.909 p | 92.802 p |
| Ordinary Shares | Sale | 35 | 92.820 p | 92.820 p |
(b) Cash-settled derivative transactions
| Class of relevant security | Product description | Nature of dealing | Number of reference securities | Price per unit (GBP) |
| e.g. CFD | e.g. opening/closing a long/short position, increasing/reducing a long/short position | |||
| Ordinary shares | Swap | Increasing a short position | 328 | 92.802 p |
| Ordinary shares | Swap | Increasing a short position | 300 | 92.828 p |
| Ordinary shares | Swap | Increasing a short position | 127 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 666 | 92.804 p |
| Ordinary shares | Swap | Increasing a short position | 194 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 953 | 92.804 p |
| Ordinary shares | Swap | Increasing a short position | 181 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 468 | 92.802 p |
| Ordinary shares | Swap | Increasing a short position | 358 | 92.828 p |
| Ordinary shares | Swap | Increasing a short position | 279 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 3,025 | 92.804 p |
| Ordinary shares | Swap | Increasing a short position | 882 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 936 | 92.828 p |
| Ordinary shares | Swap | Increasing a short position | 573 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 1,490 | 92.802 p |
| Ordinary shares | Swap | Increasing a short position | 2,914 | 92.804 p |
| Ordinary shares | Swap | Increasing a short position | 1,436 | 92.802 p |
| Ordinary shares | Swap | Increasing a short position | 849 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 552 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 901 | 92.828 p |
| Ordinary shares | Swap | Increasing a short position | 1,094 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 1,848 | 92.802 p |
| Ordinary shares | Swap | Increasing a short position | 1,161 | 92.828 p |
| Ordinary shares | Swap | Increasing a short position | 3,752 | 92.804 p |
| Ordinary shares | Swap | Increasing a short position | 711 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 2,024 | 92.804 p |
| Ordinary shares | Swap | Increasing a short position | 590 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 383 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 626 | 92.828 p |
| Ordinary shares | Swap | Increasing a short position | 997 | 92.802 p |
| Ordinary shares | Swap | Increasing a short position | 2,218 | 92.828 p |
| Ordinary shares | Swap | Increasing a short position | 954 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 1,465 | 92.909 p |
| Ordinary shares | Swap | Increasing a short position | 2,475 | 92.802 p |
| Ordinary shares | Swap | Increasing a short position | 5,023 | 92.804 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: | 16 October 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.
