FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Full name of discloser:
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Paul Zwillenberg
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(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.
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N/A
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
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Daily Mail and General Trust plc ("DMGT")
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(d) Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)
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Person acting in concert with the offeror (Rothermere Continuation Limited)
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(e) Date dealing undertaken:
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23 November 2021
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(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"
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N/A
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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
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Class of relevant security:
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DMGT 12.5p (non-voting) A ordinary
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Interests
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Short positions
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
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506,491
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0.24
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Nil
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Nil
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(2) Cash-settled derivatives:
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Nil
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Nil
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Nil
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Nil
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
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Nil
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Nil
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Nil
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Nil
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TOTAL:
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506,491
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0.24
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Nil
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Nil
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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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors' and other employee options)
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Class of relevant security in relation to which subscription right exists:
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DMGT 12.5p (non-voting) A Ordinary
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Details, including nature of the rights concerned and relevant percentages:
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Plan name
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DMGT Deferred Bonus Plan
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DMGT Deferred Bonus Plan
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DMGT Deferred Bonus Plan
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DMGT Executive Director LTIP
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DMGT Executive Director LTIP
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DMGT Executive Director LTIP
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Award date
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06.12.2018
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10.12.2019
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23.11.2021
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31.03.2021
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31.03.2021
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23.11.2021
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Vesting date
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06.12.2020
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10.12.2021
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23.11.2023
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30.09.2029
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30.09.2030
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30.09.2031
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Option price
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Nil
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Nil
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Nil
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Nil
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Nil
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Nil
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Unvested options / awards
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Nil
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37,897
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47,118
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766,540
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707,815
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528,750
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Vested options / awards
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52,685
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Nil
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Nil
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Nil
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Nil
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Nil
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Total options / awards outstanding
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55,204**
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37,897
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47,118
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766,540
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707,815
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528,750
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**The total number of options was adjusted pursuant to DMGT's sale of its stake in Euromoney.
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3. DEALINGS 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
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
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Class of relevant security
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Purchase/sale
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Number of securities
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Price per unit
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N/A
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N/A
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N/A
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N/A
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(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
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Class of relevant security
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Purchases/ sales
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Total number of securities
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Highest price per unit paid/received
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Lowest price per unit paid/received
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N/A
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N/A
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N/A
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N/A
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N/A
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(b) Cash-settled derivative transactions
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Class of relevant security
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Product description
e.g. CFD
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Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
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Number of reference securities
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Price per unit
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N/A
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N/A
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N/A
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N/A
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N/A
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(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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Class of relevant security
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Product description e.g. call option
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Writing, purchasing, selling, varying etc.
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Number of securities to which option relates
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Exercise price per unit
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Type
e.g. American, European etc.
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Expiry date
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Option money paid/ received per unit
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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(ii) Exercise
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Class of relevant security
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Product description
e.g. call option
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Exercising/ exercised against
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Number of securities
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Exercise price per unit
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N/A
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N/A
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N/A
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N/A
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N/A
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(d) Other dealings (including subscribing for new securities)
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Class of relevant security
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Nature of dealing
e.g. subscription, conversion
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Details
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Price per unit (if applicable)
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DMGT 12.5p (non-voting) A Ordinary
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Grant of awards under the DMGT Executive Director Long-term Incentive Plan
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Grant of award over 528,750 A Ordinary shares under the rules of the DMGT Executive Director Long-term Incentive Plan (the "Plan") with the number of shares under the award calculated by reference to a share price of £9.89 (the volume weighted average share price ('VWAP') for the twelve months up to and including the first 3 days following the release of FY 2021 results). The award will be satisfied in A Ordinary non-voting shares at the end of a 10 year accrual period, subject to the rules of the Plan, including leaver provisions, Company event provisions and cash settlement provisions.
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£0
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DMGT 12.5p (non-voting) A Ordinary
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Grant of options under the DMGT Deferred Bonus Plan
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Grant of a Deferred Bonus Award of Nil-Cost Options over 47,118 A Ordinary shares with a normal vesting period of two years, calculated with reference to a price of £10.97. The price used is the average of a three-day period following the announcement of the FY 2021 results.
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£0
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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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 party to the offer or person acting in concert making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
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None.
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert 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"
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None.
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions)
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NO
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Supplemental Form 8 (SBL)
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NO
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Date of disclosure:
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23 November 2021
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Contact name:
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Fran Sallas
Company secretary of DMGT
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Telephone number:
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+44 (0)20 3615 2904
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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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