Detailed Public Disclosure Under Rule 8.5 for Dowlais Group plc

On January 21, 2026, Investec Bank plc released a formal public disclosure submission regarding transactions it carried out related to Dowlais Group plc securities, in accordance with Rule 8.5 of the UK Takeover Code. This announcement provides transparency around recent trading activity by an Exempt Principal Trader with Recognised Intermediary status operating in a client-serving capacity. The disclosure is published via a Regulatory Information Service and covers share purchase and sale figures, as well as other regulatory compliance details tied to these dealings.

What Form 8.5 (EPT/RI) Means

Form 8.5 is a regulatory report under the UK Takeover Code that requires certain participants in securities markets—specifically those with “Exempt Principal Trader / Recognised Intermediary” status—to publicly disclose trading activity in relation to takeover offers or significant securities movements of companies listed in the UK. The goal of this disclosure is to ensure market transparency and inform investors of material dealings that might affect control or substantial ownership positions in a company.

An “Exempt Principal Trader” is a firm or entity authorised to trade securities on behalf of clients but does not itself seek to influence control of the company in question. “Recognised Intermediary” status means the trader is acknowledged by relevant regulatory bodies as a legitimate brokerage or trading intermediary operating under specified market conduct rules.

Key Disclosure Information

Trader and Relationship Details

The exempt principal trader named in the disclosure is Investec Bank plc, acting with recognised intermediary status. Investec has identified its connection to Dowlais Group plc simply as the broker for the company’s relevant securities. There is no indication that Investec is acting as a potential buyer or seller in a takeover bid for Dowlais Group.

Transaction Details

According to the Form 8.5 report, Investec engaged in specific transactions involving ordinary shares of Dowlais Group plc on January 20, 2026. These included:

• Purchases: 863,456 ordinary shares at prices ranging from 92 to 93 units per share
• Sales: 863,456 ordinary shares at prices ranging from 92 to 93.025 units per share

These numbers indicate that the purchases and sales were matched in volume, suggesting that Investec acted to facilitate client-driven transactions rather than to build or close a proprietary position.

No Derivative or Additional Arrangement Disclosures

In the disclosure sections regarding derivative transactions—whether cash-settled or stock-settled—Investec reports no activity. This means no options, contracts for difference, or other derivative instruments tied to Dowlais Group plc were entered into by the exempt principal trader in connection with those dealings on the date reported.

Additionally, the report confirms that there are no indemnity agreements, options, informal understandings, or arrangements between Investec and any other participants that could influence voting rights, future acquisitions, or disposals of Dowlais Group’s securities. In regulatory terms, this transparency is critical to demonstrating there are no hidden arrangements that might affect investor interests or fair market operations.

Regulatory Context and Compliance

The Takeover Code is administered by the UK’s Panel on Takeovers and Mergers, which oversees conduct relating to mergers and acquisitions, particularly where public companies are involved. Under Rule 8.5 of the Code, traders with certain exempt status who handle transactions in the securities of companies that may be subject to takeover activity must disclose those dealings publicly. These disclosures help ensure that all investors have access to material market information that could impact price, control, or confidence.

Public disclosures must be directed to a Regulatory Information Service (RIS), like the London Stock Exchange’s Regulatory News Service (RNS), which then makes the information available broadly to financial markets and the public. This ensures equal access to market-moving information and supports the integrity of financial reporting protocols.

Significance for Investors and Market Observers

For investors in Dowlais Group plc, regulatory filings such as Form 8.5 provide valuable insight into trading dynamics related to the company’s shares. While this announcement does not signal a takeover or change in control, it does reflect active facilitation of trades by an established broker, which may indicate balanced market activity for the stock.

Analysts might view this disclosure as a routine compliance update, but it also reinforces the importance of monitoring ongoing public filings to understand who is trading shares and at what volumes. Especially in cases where significant ownership shifts or takeover speculation could arise, keeping track of such forms can help investors make more informed decisions.

Contact and Further Information

The disclosure lists a contact name—Priyali Bhattacharjee—along with a telephone number, should stakeholders or regulatory bodies wish to follow up for clarification or verification. It also reminds readers that queries about the panel’s dealing disclosure requirements can be directed to the Panel’s Market Surveillance Unit.

To review the complete Takeover Code, including Rule 8.5 definitions and obligations, interested parties can visit the official Takeover Panel website.

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