Executive Summary

On 14 April 2026, Morgan Stanley & Co. International plc filed a Form 8.5 (EPT/RI) Public Dealing Disclosure with the Regulatory News Service of the London Stock Exchange in respect of dealings in the relevant securities of The British Land Company plc undertaken on 13 April 2026. The form was filed in Morgan Stanley's capacity as an Exempt Principal Trader with Recognised Intermediary status, dealing in a client-serving capacity. The disclosure sits within the formal disclosure architecture imposed by Rule 8 of the UK Takeover Code in connection with the proposed transaction involving British Land and Life Science REIT plc, in respect of which an offer period is currently open.

The disclosure records on-market and off-market activity in British Land 25p ordinary shares, including significant two-way flow in the on-exchange order book and a series of contracts-for-difference (CFD) trades through which Morgan Stanley increased its long economic exposure to the issuer. In aggregate, the firm reported sales of 1,073,513 ordinary shares and purchases of 860,162 ordinary shares in sterling, alongside a small number of trades denominated in US dollars and a further 22 cash-settled derivative transactions adding to a long position. The form is a transparency artefact rather than a strategic announcement, and its purpose is to enable shareholders, the offeror, the offeree and the wider market to see, on a near-real-time basis, the dealing activity of all parties subject to disclosure obligations during the offer period.

Background to the Disclosure

British Land (LSE:BLND) is one of the United Kingdom's largest publicly listed real estate investment trusts, with an extensive portfolio across central London offices, retail parks and urban logistics. Life Science REIT plc, the second name appearing on this disclosure, is a smaller specialist REIT focused on laboratory, office and innovation real estate serving the United Kingdom life sciences sector. Where one party to a takeover transaction is connected with another offer party - for instance, by virtue of being a possible offeror or being part of a consortium - dealings in the securities of either issuer must be disclosed if the disclosing entity has triggered a Rule 8 obligation. Section 1(e) of the form expressly confirms that, in addition to British Land, Morgan Stanley is making this disclosure in respect of Life Science REIT plc.

An Exempt Principal Trader, in Takeover Code parlance, is a member of an investment bank that is recognised by the Panel as carrying on bona fide trading activity insulated from the firm's corporate finance arm by effective Chinese walls. Morgan Stanley & Co. International plc, the disclosing entity, sits in this category and is also a Recognised Intermediary - a market-making and intermediary capacity that allows it to deal in offeree securities during an offer period without those dealings being treated as the bank's principal positions. The combination of EPT status and RI status means that disclosures are made on Form 8.5 (EPT/RI), and the form discloses dealings undertaken in a client-serving capacity rather than positions on the firm's principal book.

The Regulatory Framework: Rule 8 of the Takeover Code

Rule 8 of the City Code on Takeovers and Mergers establishes the disclosure regime that applies during an offer period. It is designed to ensure transparency in the market for relevant securities of the offeror and offeree once an offer period has commenced, and it operates by reference to several categories of disclosing party. Persons interested in 1% or more of the relevant securities of either party must file Form 8.3 disclosures on each day a dealing takes place. Concert parties must file Form 8.1 or 8.4 disclosures of their opening positions and dealings. Exempt Principal Traders are subject to a parallel and more granular regime: they file Form 8.5 (or Form 8.4 if they are connected on the offeror side) covering both proprietary and client-serving dealings.

The distinction between EPT/RI and EPT/Non-RI is important. An EPT/RI files only its dealings (because, as a recognised intermediary, the corresponding interest is not treated as that of the firm). An EPT/Non-RI must disclose both its positions and its dealings. Morgan Stanley's filing here, being an EPT/RI form, contains the dealings table only. Each form must be lodged by 3.30 p.m. on the business day following the relevant dealing, and once lodged is published by the Regulatory Information Service with no charge to the recipient. The Panel Executive uses the resulting feed of disclosures to monitor compliance with Rule 38, the dealings restrictions on connected exempt principal traders, and to detect any concerted dealings that might trigger a mandatory bid under Rule 9.

Detail of the Dealings Reported

The dealings table on the form sets out the trades in three blocks. The first block, on-exchange purchases and sales of 25p ordinary shares denominated in sterling, shows that Morgan Stanley sold 1,073,513 ordinary shares at a high of 3.7780 GBP and a low of 3.7420 GBP, while it bought 860,162 ordinary shares at a high of 3.7820 GBP and a low of 3.7395 GBP. The two-way flow is consistent with normal market-making and client-facilitation activity rather than directional positioning, with the highest sale price actually marginally below the highest purchase price, suggesting the firm warehoused some inventory across the trading day.

The second block records dealings denominated in US dollars. Morgan Stanley sold 45 ordinary shares at 5.0589 USD and purchased 2,584 ordinary shares at prices between 5.0621 USD and 5.0748 USD. These are likely sponsored ADR-related or cross-listing trades and are minor relative to the main sterling activity, but the Code requires every dealing in a relevant security to be disclosed irrespective of size or currency.

The third and largest block by volume is the cash-settled derivative section, which sets out twenty-two contracts-for-difference trades, each described as 'increasing a long position'. Notional volumes range from very small lots of 55 and 83 reference shares up to a chunky 388,358 reference share trade at 3.7696 GBP and a 42,792 reference share trade at the same price, with smaller blocks at 3.7602, 3.7610, 3.7634, 3.7637, 3.7646, 3.7650, 3.7665, 3.7669, 3.7698 and 3.7700 GBP, among others. Aggregating the increases gives a meaningful uptick in synthetic long exposure to British Land, almost all of it concentrated in a narrow price band of approximately 3.76 to 3.77 GBP.

Interpreting the Pattern

The combination of mixed cash trading and one-way CFD activity is characteristic of a derivatives desk at an investment bank facilitating a client's synthetic long exposure to a takeover target. When a client wishes to express a long view through a CFD or equity swap, the dealer typically takes the other side of that trade and hedges its delta in the cash market. The presence of a substantial purchase volume in the cash leg (860,162 shares) alongside a meaningful net increase in the synthetic long position suggests the firm was simultaneously running both legs of a structured client position. The fact that the dealings are reported on an EPT/RI form means that the underlying client interest is not aggregated with the firm's principal interest for the purposes of the disclosure regime, but the dealings themselves are still public information.

From a market-impact perspective, the trades reported here are not large enough relative to the typical daily traded volume in British Land to be obviously price-moving, and the price band reported is consistent with the prevailing intraday range on 13 April 2026. The disclosure does not, in itself, provide any evidence of strategic positioning by the disclosing entity, and the Takeover Panel's interest will be in confirming that the dealings comply with the dealing restrictions imposed on Recognised Intermediaries under Note 1 to Rule 38, which prohibit certain dealings designed to assist a connected offeror.

Concert Party and Indemnity Confirmations

Form 8.5 requires the discloser to confirm whether any indemnity, option arrangement or other agreement that may be an inducement to deal or refrain from dealing exists between the EPT and any party to the offer or any person acting in concert with such a party. It also requires confirmation as to whether any agreement exists between the EPT and any other person relating to the voting of relevant securities or the future acquisition or disposal of such securities. In ordinary client-serving dealings of the type recorded here, these sections are completed with a statement that no such arrangements exist, which is consistent with the firm's status as an EPT operating behind effective Chinese walls.

The disclosure also confirms the absence of any other agreements between the EPT and the connected party. In the context of British Land's status under the Code, where Morgan Stanley is the connected exempt principal trader, this confirmation is important because it underpins the integrity of the EPT regime: the Panel and the wider market need to be satisfied that the dealings are bona fide and not coordinated with the principal corporate finance team that is advising on the transaction.

Significance for Investors and the Market

For investors holding British Land or Life Science REIT positions, the disclosure provides confirmation that institutional dealing by a major intermediary is taking place at a healthy, two-way pace at price levels consistent with the prevailing market. It also provides important data points for shareholders considering whether to top up or trim positions in advance of further announcements concerning the offer. While a single Form 8.5 disclosure is rarely material in isolation, the pattern of EPT/RI and EPT/Non-RI disclosures over an offer period gives a high-frequency view of order flow that is often used by event-driven investors to track the strength of market positioning around a deal.

For market practitioners, the disclosure reinforces the operational standards expected during offer periods. Each EPT, RI and Non-RI must monitor its trading systems to capture all relevant dealings, calculate weighted average prices, identify the highest and lowest prices for each class of relevant security, and submit a structured disclosure within the required deadline. Larger banks may file dozens of such forms in a single day, particularly where multiple takeover situations are live, and any failure to file accurately can lead to regulatory censure by the Panel.

Conclusion

Morgan Stanley's Form 8.5 (EPT/RI) disclosure of 14 April 2026 is a routine but important transparency filing in the British Land offer period. It reflects a normal pattern of two-way client-serving dealings combined with a series of CFD trades that increased the firm's synthetic long position in British Land 25p ordinary shares. While the dealings are not, on their face, indicative of any strategic positioning or material event, they form part of the broader mosaic of disclosures that allow the market, the Takeover Panel and the parties to the offer to monitor activity in the relevant securities of British Land and Life Science REIT during this critical window. The disclosure underscores the disciplined, granular and near-real-time transparency regime that the Code imposes on all market participants connected with a public takeover situation, and it is a model example of how exempt principal traders meet their disclosure obligations while continuing to provide liquidity to clients.

Practical Significance and Postscript

Looking beyond the granular trade-by-trade detail, the British Land Form 8.5 disclosure of 14 April 2026 illustrates the practical operational rhythm of a major international bank's connected exempt principal trader desk. Each trading day during an offer period generates the need to sweep order books and derivative trade tickets, classify each entry by relevance, calculate highs and lows, identify any cross-currency activity and assemble a structured filing for lodgement with the Panel and the Regulatory News Service. For a desk handling multiple live offer situations simultaneously, this is a non-trivial workload that requires dedicated systems and dedicated compliance personnel.

The disclosure also has implications for the broader real estate investment trust sector. The British Land / Life Science REIT situation is one of several live UK REIT transactions in early 2026, and the cumulative pattern of EPT and 1 per cent disclosures across these transactions provides a useful window into how the sector as a whole is being positioned by professional investors. Where significant CFD long positions are being built across multiple REITs simultaneously, this can suggest a thematic view about the direction of UK property valuations or about the prospects for further consolidation.

For market historians and regulatory scholars, the disclosure is also a useful artefact. It reflects nearly four decades of evolution in the UK Takeover Code's transparency framework, from the early days when dealing disclosures were lodged on paper through the gradual adoption of electronic filing and, more recently, of structured machine-readable disclosure formats. The granular per-trade detail visible in the modern Form 8.5 template would have been operationally impossible thirty years ago, and is a testament to the discipline that the Panel has cultivated among the UK's exempt principal trader community over many decades.