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CYBG : Form 8.3 – CYBG plc AMENDMENT

AMENDMENT

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the ‘Code‘)

1. KEY INFORMATION

(a) Full name of discloser:

J.P. Morgan Securities Australia Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

CYBG plc

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

No

(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

16 July 2018

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state ‘N/A‘

No

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:

10p ordinary

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

4,138,148

0.47

10,801,925

1.22

(2) Cash-settled derivatives:

9,593,705

1.08

7,372,710

0.83

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

1,193,000

0.14

150,000

0.02

TOTAL:

14,924,853

1.69

18,324,635

2.07

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors‘ and other employee options)

10p ordinary

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(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

Purchase/sale

Number of securities

Price per unit (AUD)

CDI

Purchase

Sale

18,823

159

5,610

1,385

1,334

6,279

2,395

7,592

125,000

5.9100

5.9200

5.9299

5.9300

5.9305

5.9338

5.9350

5.9023

5.9115

(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 (AUD)

CDI

Equity Swaps

Long

Short

125,000

2,200,000

5.9111

5.9100

(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 (AUD)

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

(AUD)

(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)

4. 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 person 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 person 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

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:

01 August 2018

name:

Alwyn Basch

Telephone number:

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at . The Panel‘s Market Surveillance Unit is available for consultation in relation to the Code‘s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel‘s website at .

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the ‘Code‘)

1. KEY INFORMATION

Full name of person making disclosure:

J.P. Morgan Securities Australia Limited

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

CYBG plc

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit (AUD)

Type

e.g. American, European etc.

Expiry date

CDI

Call Option

Call Option

Call Option

Put Option

Put Option

Purchased

Purchased

Purchased

Written

Purchased

350,000

49,000

745,000

49,000

150,000

6.00

5.25

5.75

5.25

5.00

American

European

American

European

American

30/08/2018

24/07/2018

30/08/2018

24/07/2018

30/08/2018

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel‘s Market Surveillance Unit is available for consultation in relation to the Code‘s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel‘s website at .

Attachments

Disclaimer

CYBG plc published this content on 01 August 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 August 2018 09:47:08 UTC