FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ('RI') STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:

Deutsche Bank AG (Sydney)

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

Use a separate form for each offeror/offeree

CYBG Plc

(c) Name of the party to the offer with which exempt principal trader is connected:

CYBG Plc

(d) Date position held/dealing undertaken:

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

18/05/2018

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer?

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

Yes - Virgin Money Holdings (UK) plc

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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:

654,779

0.07

5,784,933

0.65

(2) Cash-settled derivatives:

5,605,235

0.63

594,461

0.07

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

TOTAL:

6,260,014

0.71

6,379,394

0.72

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)

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 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 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

Purchases/ sales

Total number of securities

Highest price per unit paid/received

AUD

Lowest price per unit paid/received

AUD

CDI

Purchase

125,411

5.4400

5.3500

CDI

Sale

198,030

5.4050

5.3550

(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

Swap

Long

4,279

5.3607

CDI

Swap

Long

5,255

5.3775

CDI

Swap

Long

8,852

5.3800

CDI

Swap

Long

12,527

5.3797

CDI

Swap

Long

25,866

5.3750

CDI

Swap

Long

32,846

5.3829

CDI

Swap

Long

46,838

5.3771

CDI

Swap

Short

88

5.3795

CDI

Swap

Short

97

5.3778

CDI

Swap

Short

269

5.3700

CDI

Swap

Short

460

5.3945

CDI

Swap

Short

485

5.3850

CDI

Swap

Short

635

5.3866

CDI

Swap

Short

754

5.3835

CDI

Swap

Short

782

5.3878

CDI

Swap

Short

1,242

5.3545

CDI

Swap

Short

1,247

5.3745

CDI

Swap

Short

1,293

5.3780

CDI

Swap

Short

1,363

5.3773

CDI

Swap

Short

1,379

5.3808

CDI

Swap

Short

2,488

5.3845

CDI

Swap

Short

2,498

5.3766

CDI

Swap

Short

2,579

5.3884

CDI

Swap

Short

3,124

5.3850

CDI

Swap

Short

3,873

5.3834

CDI

Swap

Short

4,090

5.3866

CDI

Swap

Short

4,885

5.3835

CDI

Swap

Short

5,063

5.3878

CDI

Swap

Short

5,878

5.3862

CDI

Swap

Short

6,464

5.3776

CDI

Swap

Short

7,037

5.3729

CDI

Swap

Short

7,054

5.3799

CDI

Swap

Short

7,645

5.3840

CDI

Swap

Short

7,867

5.3880

CDI

Swap

Short

8,814

5.3773

CDI

Swap

Short

9,662

5.3900

CDI

Swap

Short

9,923

5.3874

CDI

Swap

Short

11,047

5.3742

CDI

Swap

Short

11,460

5.3809

CDI

Swap

Short

14,328

5.3771

CDI

Swap

Short

64,991

5.3811

CDI

Swap

Short

79,087

5.3837

(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)

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 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

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:

21/05/2018

Contact name:

Jasim Baloch

Telephone number:

0121 407 9093

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 disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.

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CYBG plc published this content on 21 May 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 21 May 2018 10:29:01 UTC