NortonLifeLock Inc. ("NortonLifeLock"): Rule 2.9 Announcement

Rhea-AI Summary

NortonLifeLock disclosed relevant securities as of July 14, 2021, under Rule 2.9 of The City Code on Takeovers and Mergers. The company has 581,268,221 shares of common stock, each with a par value of USD 0.01, and no treasury shares. Additionally, it has USD 625 million in Senior Unsecured Convertible Notes with a 2.000% interest rate due in August 2022. The press release highlights the need for Opening Position Disclosures for those interested in 1% or more of the relevant securities and outlines the rules for Dealing Disclosures as per the regulations.

Positive

• Total of 581,268,221 common shares outstanding, indicating a stable equity structure.
• Convertible Notes may provide an opportunity for capital restructuring, enhancing liquidity.

Negative

• Convertible Notes maturing in August 2022 may require refinancing or repayment, posing a potential liquidity risk.

In accordance with Rule 2.9 of The City Code on Takeovers and Mergers (the "Code"), NortonLifeLock confirms that, as at the close of business on 14 July 2021, it had the following relevant securities in issue:

1. 581,268,221 shares of common stock with a par value of USD 0.01 each. Each share of common stock carries one right to vote. NortonLifeLock does not hold any shares of common stock in treasury. NortonLifeLock’s common stock is traded on NASDAQ. The International Securities Identification Number for NortonLifeLock's shares of common stock is US6687711084.
2. USD 625 million 2.000% Senior Unsecured Convertible Notes due August 2022. The International Securities Identification Number for NortonLifeLock's 2.000% Senior Unsecured Convertible Notes due August 2022 is US668771AA66.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by not later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by not later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by not later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210715006068/en/

FAQ

What are the total shares issued by NortonLifeLock as of July 14, 2021?

As of July 14, 2021, NortonLifeLock has 581,268,221 shares of common stock issued.

What type of debt does NortonLifeLock have due in August 2022?

NortonLifeLock has USD 625 million in 2.000% Senior Unsecured Convertible Notes due in August 2022.

What are the requirements for Opening Position Disclosure under the City Code?

Any person interested in 1% or more of NortonLifeLock's relevant securities must disclose their position by 3:30 pm London time by the 10th business day after the offer period starts.

What is the significance of Dealing Disclosure for NortonLifeLock shareholders?

Dealing Disclosure is required for individuals trading 1% or more of relevant securities, ensuring transparency in share transactions.