Form 8.5 (EPT/RI) Filing for NCC Group: Regulatory Disclosure Analysis

Form 8.5 (EPT/RI) serves as a transparency mechanism under the UK Takeover Code, requiring exempt principal traders with Recognized Intermediary (RI) status to publicly disclose client-directed transactions according to the code. This regulatory requirement ensures market integrity by mandating reporting of dealings that could influence takeover dynamics, particularly when intermediaries act on behalf of clients rather than for their own accounts as per the disclosure forms.

For NCC Group plc, compliance with Rule 8.5(c)(ii) underscores the dual role of such firms: while maintaining RI status, they must still disclose client-serving trades to prevent information asymmetry. The filing requirement creates a paper trail that helps regulators and investors assess whether transactions could distort fair market access during sensitive periods, such as potential takeover bids.

While the framework enhances accountability, its effectiveness depends on timely and accurate reporting. Delays or

omissions could undermine investor confidence, though NCC Group's use of Form 8.5 demonstrates adherence to transparency norms. The rule's value lies in its ability to flag transactions that might otherwise remain obscured in complex trading structures.

Recent Dealings in NCC Group Shares

Investec Bank plc, acting as joint broker for NCC Group, disclosed two separate sets of dealings under UK Takeover Code rules on December 2, 2025. The first transaction involved the purchase and sale of 26,700 NCC ordinary shares on December 2. These trades occurred at prices between £143.8 and £144.5 per share. The second transaction, also disclosed on December 2, pertained to dealings on December 1, involving 51,772 shares bought and sold within a price band from £145.40 to £149.64 each. Both disclosures confirmed no derivative transactions or voting rights arrangements were part of these activities.

These filings appear to represent routine brokerage executions rather than significant ownership shifts. The absence of derivative activity or indemnity agreements in both sets of dealings suggests standard client order handling. While the December 1 trades saw prices reach as high as £149.64, the subsequent December 2 trades traded slightly lower, around £143.8 to £144.5. The consistent use of exempt principal trader status under the Takeover Code reinforces that these are transparent, intermediary-driven transactions without indicative signals about NCC Group's strategic direction or insider positioning. Investors should view these disclosures as compliance filings rather than bearish or bullish indicators.

Growth-Oriented Implications & Market Dynamics

The recent transaction activity involving NCC Group shares reflects standard market practices rather than signaling new directional catalysts for the cybersecurity firm. Investec Bank plc, acting as an exempt principal trader with Recognized Intermediary status, disclosed buying and selling 51,772 NCC Group ordinary shares on December 1, 2025, at prices between £145.40 and £149.64 per share. This routine brokerage activity was reported via Form 8.5 under the UK Takeover Code's Rule 8.5, ensuring regulatory transparency for dealings conducted in a client-serving capacity. While such filings enhance market visibility and reduce information asymmetry, they primarily fulfill compliance requirements rather than indicating fresh institutional conviction.

From a Growth Offensive standpoint, the disclosed transactions lack the specificity needed to confirm sustained confidence in NCC Group's cybersecurity growth trajectory. The filing shows no derivative positions, indemnity agreements, or other complex instruments that might suggest strong directional bets on future performance. The absence of additional contextual details-such as volume spikes or unusual price movements-limits interpretation beyond routine market-making functions. This aligns with the broader pattern that routine broker activities under regulatory frameworks like the UK Takeover Code typically maintain liquidity and transparency rather than serve as standalone growth signals.

Nevertheless, the continued institutional involvement in NCC Group shares suggests underlying market interest persists. The transaction scale-representing modest movement in a company with a multi-hundred-million-pound market capitalization-doesn't indicate aggressive accumulation or distribution but does imply consistent broker coverage. Investors should note, however, that this activity alone doesn't confirm the activation of substitution demand or penetration rate acceleration in NCC Group's core cybersecurity services. As with all market movements, the critical question remains whether these trades precede or follow substantive business momentum captured in metrics like contract wins, revenue growth, or market share gains. Without evidence of such fundamental drivers, these broker activities remain neutral from a pure growth catalyst perspective.