TIDMBOCH

RNS Number : 1470B

Citigroup Global Markets Limited

29 September 2022

FORM 38.5(a) (EPT/RI)

IRISH TAKEOVER PANEL

DEALING DISCLOSURE UNDER RULE 38.5(a) OF THE IRISH

TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

BY A CONNECTED EXEMPT PRINCIPAL TRADER WITH

RECOGNISED INTERMEDIARY STATUS AND DEALING IN

A CLIENT-SERVING CAPACITY

   1.             KEY INFORMATION 
 
 (a) Name of exempt principal trader:                                                 Citigroup Global Markets Limited 
       (b) Name of offeror/offeree in relation to whose relevant securities this      Bank of Cyprus Holdings plc 
       form relates: 
       Use a separate form for each offeror/offeree 
                                                                                     --------------------------------- 
 (c) Name of the party to the offer with which exempt principal trader is             Lone Star Funds XI BidCo Limited 
 connected: (Note 
 1) 
                                                                                     --------------------------------- 
 (d) Date dealing undertaken:                                                         28 September 2022 
                                                                                     --------------------------------- 
       (e) In addition to the company in 1(b) above, is the exempt principal trader    N/A 
       also making 
       disclosures in respect of any other party to the offer? 
       If it is a cash offer or possible cash offer, state "N/A" 
                                                                                     --------------------------------- 
 
   2.             DEALINGS BY THE EXEMPT PRINCIPAL TRADER (Note 2) 

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.

Ap35

   (a)           Purchases and sales 
 
 Class        Purchases/    Total         Highest       Lowest 
  of           sales         number        price         price 
  relevant                   of            per           per 
  security                   securities    unit paid/    unit paid/ 
  (Note                                    received      received 
  3)                                       (GBP)         (GBP) 
 EUR0.10 
  ordinary 
  shares      Purchase      20,000        1.1500        1.1200 
             ------------  ------------  ------------  ------------ 
 EUR0.10 
  ordinary 
  shares      Sale          20,000        1.1500        1.1200 
             ------------  ------------  ------------  ------------ 
 
   (b)           Cash-settled derivative transactions 
 
 Class       Product        Nature of               Number        Price 
  of          description    dealing                 of            per 
  relevant    e.g. CFD       e.g. opening/closing    reference     unit 
  security                   a long/short            securities    (Note 
                             position,               (Note         5) 
                             increasing/reducing     4) 
                             a 
                             long/short 
                             position 
 
 
   (c)           Stock-settled derivative transactions (including options) 
   (i)            Writing, selling, purchasing or varying 
 
Class of   Product            Writing,       Number       Exercise    Type        Expiry  Option 
 relevant   description        purchasing,    of           price per   e.g.        date    money 
 security   e.g. call option   selling,       securities   unit        American,           paid/ 
                               varying etc.   to which                 European            received 
                                              option                   etc.                per unit 
                                              relates 
                                              (Note 4) 
 
 
   (ii)           Exercise 
 
 Class of    Product             Exercising/   Number of     Exercise price 
  relevant    description         exercised     securities    per unit 
  security    e.g. call option    against                     (Note 5) 
 
 
   (d)           Other dealings (including transactions in respect of new securities) 
 
  Class of relevant security    Nature of              Details    Price per unit 
                                 dealing                           (if applicable) 
                                 e.g. subscription,                (Note 5) 
                                 conversion, 
                                 exercise 
 
 

Ap36

   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" 
 
 
   (b)           Agreements, arrangements or understandings relating to options or derivatives 
 
 Full details of any agreement, arrangement or understanding between the person disclosing 
  and any other person relating to the voting rights of any relevant securities under any option 
  referred to on this form or relating to the voting rights or future acquisition or disposal 
  of any relevant securities to which any derivative referred to on this form is referenced. 
  If none, this should be stated. 
 
 
 
 Date of disclosure:    29 September 2022 
 Contact name:          Rachel Browne Murray 
                       --------------------- 
 Telephone number:      028 90 409468 
                       --------------------- 
 

Public disclosures under Rule 38 of the Rules must be made to a Regulatory Information Service.

Ap37

NOTES ON FORM 38.5(a)

1. See the definition of "connected principal trader" in Rule 2.2 of Part A of the Rules.

   2.             See the definition of "dealing" in Rule 2.1 of Part A of the Rules. 
   3.             See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules. 
   4.             See Rule 2.5(d) of Part A of the Rules. 

5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

6. If details included in a disclosure under Rule 38 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rules 8 and 38 of the Rules. If in doubt, consult the Panel.

References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

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