“Recent Form 8.5 (EPT/RI) disclosures from exempt principal traders like Investec Bank plc and Peel Hunt LLP reveal ongoing client-serving dealings in NCC Group plc shares, including purchases and sales that reflect standard market-making activities during a period of heightened corporate activity. These filings, required under the UK Takeover Code, highlight positions and transactions without indicating directional bets, as NCC Group continues its strategic review following the sale of its Escode business and ongoing share buybacks.”
NCC Group plc Dealings Under the Spotlight
Form 8.5 (EPT/RI) is a mandatory public disclosure under Rule 8.5 of the City Code on Takeovers and Mergers in the United Kingdom. It applies specifically to exempt principal traders (EPTs) who hold recognized intermediary (RI) status and are dealing in a client-serving capacity. These forms provide transparency into the trading activities of market makers or liquidity providers in the securities of a company that is in an offer period or subject to potential takeover interest.
For NCC Group plc (LSE: NCC), a UK-based cybersecurity and risk mitigation specialist, these filings have appeared with regularity in recent weeks. The forms detail dealings in the company’s ordinary shares of 1 pence each, capturing a range of transactions from outright purchases and sales to hedging activities tied to client facilitation.
Key elements typically disclosed in these forms include:
Identity of the EPT : Institutions such as Investec Bank plc have repeatedly featured as the exempt principal trader submitting the disclosure.
Relevant Securities : Focus remains on NCC Group’s ordinary shares.
Nature of Dealings : Transactions often include purchases, sales, and in some cases, stock borrowing or lending to support client orders or maintain orderly markets.
Aggregate Positions : Net long or short positions in shares and derivatives are reported, along with details of any rights to subscribe or convert.
Individual Transactions : Specific trade details, including volume, price, and timing, provide granular insight into daily market activity.
In recent instances, submissions have shown modest net changes in positions, consistent with the role of an EPT in providing liquidity rather than taking proprietary directional views. For example, dealings have encompassed both buying and selling activity, with prices hovering around recent trading levels in the 133-136 pence range.
This pattern aligns with broader market dynamics for NCC Group. The company entered an offer period in mid-2025 following announcements related to a strategic review of its cyber business, particularly in the context of potential divestitures or other outcomes. In early 2026, NCC Group completed the sale of its Escode software escrow and verification business to a private equity firm for an enterprise value of £275 million (approximately $369 million), positioning the company as a more focused pure-play cybersecurity entity.
The strategic repositioning has coincided with an active share buyback program. NCC Group has continued repurchasing its own shares for cancellation, with recent tranches involving hundreds of thousands of shares at average prices in the mid-130s pence. These buybacks reduce the outstanding share count, potentially supporting the stock price by improving earnings per share metrics and signaling management confidence in the underlying value.
Market participants monitor these Form 8.5 filings closely because they offer a window into how liquidity providers are navigating the stock during a sensitive period. While the disclosures do not reveal takeover intentions directly—such matters would fall under different rules like Form 8.3 for significant shareholders—they contribute to the overall transparency required when a company is in play or reviewing strategic options.
Recent Trading Context for NCC Group Shares
NCC Group’s share price has traded in a relatively contained range in recent sessions, with daily movements influenced by broader market sentiment toward technology and cybersecurity stocks. The shares have shown resilience amid the company’s transformation, though they remain below peaks seen in prior periods.
Key metrics include:
Current Trading Levels : Around 135-136 pence, with intraday fluctuations reflecting normal volumes.
52-Week Range : From lows near 124 pence to highs approaching 168 pence.
Market Capitalization : Reflecting a mid-cap profile in the cybersecurity sector.
Institutional interest remains evident, with disclosures from major asset managers like The Vanguard Group indicating holdings above notifiable thresholds, including recent incremental purchases.
Implications for Investors
The stream of Form 8.5 (EPT/RI) filings underscores the mechanical but essential role of exempt principal traders in facilitating trades for clients while adhering to strict disclosure rules. For NCC Group shareholders, these reports provide reassurance of continued liquidity in the stock, even as the company executes its post-divestiture strategy and buyback initiatives.
Investors should view these disclosures as part of the routine regulatory landscape rather than signals of imminent corporate action. However, they do highlight the active interest in NCC Group’s shares from market professionals, which can be supportive during periods of strategic evolution.
Disclaimer : This is a news and information report based on publicly available regulatory filings and market data. It does not constitute investment advice, financial recommendations, or an offer to buy or sell securities.
