Executive Summary

BofA Securities Europe SA, the European broker-dealer arm of the Bank of America group, has filed a Form 8.5 (EPT/Non-RI) dealing disclosure with the Regulatory News Service of the London Stock Exchange in respect of dealings on 13 April 2026 in the 20p ordinary shares of Schroders plc. The form was lodged on 14 April 2026 at 10:39:51 under reference RNS Number 4149A. As with the parallel Merrill Lynch International filing released a few minutes earlier, BofA Securities is named as connected with Pantheon LLC, the offeror in respect of an open offer period for Schroders plc.

Unlike the Merrill Lynch filing, however, BofA Securities Europe SA reports as an Exempt Principal Trader without Recognised Intermediary status. As a result, the form discloses both the firm's positions in the relevant securities of Schroders plc and the dealings undertaken on the relevant date. The disclosure is part of the wider daily transparency framework that the Takeover Code constructs around live UK takeover situations, and it gives the market visibility of trading flow originating from a major US-headquartered investment bank that is connected to the offer.

The Two-Form Structure within Bank of America

It is not unusual for a single global investment banking group to file Form 8.5 disclosures from more than one legal entity in respect of a single offer period. Bank of America's UK and European trading is divided across several entities, each with its own regulatory status and Takeover Panel classification. Merrill Lynch International, the UK-domiciled affiliate, files in the EPT/RI capacity for client-serving market-making activity. BofA Securities Europe SA, the EU-domiciled affiliate based in Paris, files separately in the EPT/Non-RI capacity for dealings undertaken from the EU side of the firm's franchise.

The result is that observers of the offer period will see two parallel streams of disclosure from the Bank of America group, each covering the dealings of a distinct legal entity, each subject to slightly different disclosure requirements, but each connected to the same offer party (Pantheon LLC). This bifurcation reflects the post-Brexit reality that EU-resident clients are typically serviced by the Paris entity, while UK-resident clients are typically serviced by the London entity, and that each entity must independently meet its disclosure obligations in respect of the trading it has undertaken.

Positions of the Exempt Principal Trader

The first substantive section of a Form 8.5 (EPT/Non-RI) is the positions section. This requires the disclosing entity to set out, for each class of relevant security to which the disclosure relates, the number and percentage of shares (or other units) in which it has interests and short positions, broken down between long and short, and into shares and derivatives. For BofA Securities Europe SA, the relevant class is the 20p ordinary share of Schroders plc.

The Code also requires disclosure of any rights to subscribe for new securities, such as warrants, convertible bonds or employee share scheme entitlements. In practice, large EPT firms typically hold modest positions in the relevant securities of issuers in active offer periods, often the residual hedges of client trades that have not yet rolled off the book. The transparency provided by the positions section ensures that any material accumulation of long or short exposure by the firm is visible to the market and to the Panel, and supports the Panel's assessment of whether dealings are bona fide and consistent with the firm's status as an exempt principal trader.

Dealings on 13 April 2026

The dealings section of the form records both cash and derivative trades. On the cash leg, BofA Securities Europe SA reports activity in 20p ordinary shares of Schroders plc at prices clustered around 5.785 GBP. The cash dealing prices reported on the form are very close to the comparable prices on the Merrill Lynch International filing, which is unsurprising given that both filings cover the same trading day and the same underlying security; the convergence of prices across the two affiliates simply confirms the dealing was occurring at prevailing market levels rather than at off-market terms.

The derivative section records a series of cash-settled equity swap transactions, each described in the standard format with class of relevant security, product description (equity swap), nature of dealing (typically increasing or reducing a long or short position), number of reference securities and price per unit. The granularity of the disclosure reflects the Panel's expectation that derivatives activity should be visible at the same level of detail as cash market activity, given that synthetic positioning can deliver economic exposure on a similar scale to outright share ownership.

Both the cash and derivative legs of the disclosure are filed in the firm's principal capacity (rather than as a market-maker or recognised intermediary), which is why the EPT/Non-RI template is used. As an EPT/Non-RI, BofA Securities Europe SA must continue to file dealing disclosures throughout the offer period for each day on which it deals in relevant securities of Schroders plc, until the offer period closes or the firm ceases to deal.

Indemnity, Option and Concert Party Confirmations

Form 8.5 (EPT/Non-RI) requires the disclosing party to confirm the existence or otherwise of any indemnity or option arrangement, or any agreement or understanding (formal or informal) relating to relevant securities, that may be an inducement to deal or refrain from dealing. It also requires confirmation as to whether any agreements exist between the EPT and any other person relating to the voting of relevant securities or to the future acquisition or disposal of such securities. In bona fide principal trading activity of the type carried on by BofA Securities Europe SA, those sections are completed with statements that no such arrangements exist.

These standard confirmations are central to the integrity of the EPT regime. They reassure the Panel and the market that the dealings reported are not the product of coordinated activity with parties to the offer, and that the firm is not using its trading desk to assist or hinder the prospective transaction. The Panel monitors the disclosure feed continuously and would expect any material departure from these standard confirmations to be drawn to its attention proactively by the firm or its advisers.

The Significance of Parallel Group-Wide Disclosures

When two affiliates of the same global investment bank file dealing disclosures in respect of the same offeree on the same day, observers of the takeover situation gain a useful aggregate view of the group's trading flow. By looking at the BofA Securities Europe SA filing alongside the Merrill Lynch International filing, market participants can see how Bank of America's combined client franchise has positioned around the Schroders offer over a single trading session. Although the firm itself remains constrained from acting on a coordinated basis between EPT entities and the corporate finance team advising the offeror, the disclosures themselves are a public good, and they help ensure that the market is well informed about the institutional positioning around the deal.

For Pantheon LLC, the disclosures are also material in supporting the credibility of the offer. The granular and disciplined disclosure regime imposed on connected exempt principal traders is one of the reasons that UK takeover situations are perceived as well-policed and transparent. Bidders and target boards alike rely on the smooth functioning of this regime to provide confidence to all stakeholders that the integrity of the offer process is being preserved through the dealing window.

Conclusion

The BofA Securities Europe SA Form 8.5 (EPT/Non-RI) disclosure of 14 April 2026 is a routine but important compliance filing in respect of dealings on 13 April 2026 in the 20p ordinary shares of Schroders plc, undertaken in the firm's capacity as an Exempt Principal Trader without Recognised Intermediary status and in connection with Pantheon LLC. Together with the parallel Merrill Lynch International EPT/RI filing released earlier the same morning, it gives the market a comprehensive view of the dealing flow generated by Bank of America's combined UK and European franchise in respect of Schroders during the live offer period. The disclosure exemplifies the high-frequency, granular and cross-entity transparency framework that the City Code applies to connected exempt principal traders during a UK takeover situation.

Cross-Border and Operational Considerations

The fact that Bank of America files Form 8.5 disclosures in respect of the same offer period from both its UK and EU affiliates illustrates the practical operational complexity of running a major investment bank's franchise across multiple regulatory jurisdictions. Each affiliate must independently capture its own dealings, complete its own positions and dealings sections of the form, and lodge its own filing with the Panel, even though the underlying client franchise may span multiple regions and the trades may originate from a single global trading book.

From a cross-border regulatory perspective, the parallel disclosures also illustrate the post-Brexit reality that EU-resident clients must typically be serviced through EU-domiciled affiliates such as BofA Securities Europe SA in Paris, while UK-resident clients are typically serviced through the UK-domiciled affiliate Merrill Lynch International. This bifurcation of the franchise is a permanent feature of the post-Brexit landscape and has been adopted by every major investment bank operating in both markets. The consistency of disclosure across the two affiliates is a hallmark of how well the major banks have adapted to this new architecture.

For the Schroders board and its advisers, the parallel disclosures from the Bank of America group provide useful contextual data about the dealing flow being generated on the offeror side of the transaction. While the disclosures do not reveal individual client identities or strategies, the cumulative pattern of dealing flow gives a useful indication of how institutional positioning is evolving. This is one of the inputs that the board and its advisers will use to assess the level of market support for the proposed transaction and to inform their dialogue with the offeror about price, structure and timing.