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FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | Morgan Stanley Europe SE |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | John Wood Group plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | John Wood Group plc |
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 04 December 2025 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security: | 4 2/7 p ordinary | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0.00 | 0 | 0.00 |
(2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0 | 0 | 0.00 |
TOTAL: | 0 | 0.00 | 0 | 0.00 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | NO |
Details, including nature of the rights concerned and relevant percentages: | NO |
3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchases/ sales | Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
4 2/7 p ordinary | SALES | 48,835 | 0.2481 GBP | 0.2481 GBP |
4 2/7 p ordinary | PURCHASES | 48,835 | 0.2490 GBP | 0.2380 GBP |
(b) Cash-settled derivative transactions
Class of relevant security | N/A |
Product description e.g. CFD | N/A |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | N/A |
Number of reference securities | N/A |
Price per unit | N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | N/A |
Product description e.g. call option | N/A |
Writing, purchasing, selling, varying etc. | N/A |
Number of securities to which option relates | N/A |
Exercise price per unit | N/A |
Type e.g. American, European etc. | N/A |
Expiry date | N/A |
Option money paid/ received per unit | N/A |
(ii) Exercise
Class of relevant security | N/A |
Product description e.g. call option | N/A |
Exercising/ exercised against | N/A |
Number of securities | N/A |
Exercise price per unit | N/A |
(d) Other dealings (including subscribing for new securities)
Class of relevant security | N/A |
Nature of dealing e.g. subscription, conversion | N/A |
Details | N/A |
Price per unit (if applicable) | N/A |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
NONE
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
NONE
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached?
NO
| Date of disclosure: | 05 December 2025 |
| Contact name: | Claire Gordon |
| Telephone number: | +44 141 245-8893 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END FEOUVAWRVWUURRA
The shares of InterGlobe Aviation, the parent company of IndiGo, fell more than 3 percent on December 5, extending significant losses as airline continued to see massive number of flight cancellations across the country.
The shares fell to Rs 5,265 apiece on Friday, the lowest level seen by the stock in more than five months. The stock has now fallen around 9 percent in four days of disruption. Overall, the stock has extended losses for the sixth consecutive session.
IndiGo's flight cancellations:
IndiGo has cancelled all domestic flights departing from Delhi until midnight, the Indira Gandhi International Airport announced. The total number of cancellations in recent days has now crossed 1,000.
The airline, which normally runs around 235 departures a day from the capital, has also scrapped all departures from Chennai till 6 pm on Friday. The massive number of cancellations have caused chaos at major airports of the country, as IndiGo controls around 60 percent of India's domestic aviation market.
A significant factor behind the chaos is a sharp shortage of crew, particularly pilots, following the introduction of revised Flight Duty Time Limitation (FDTL) norms last month. The new rules mandate more rest hours and humane rosters, but IndiGo has been struggling to realign its network accordingly.
IndiGo issues apology:
After the significant number of cancellations, IndiGo issued an apology. “We acknowledge that IndiGo’s operations have been significantly disrupted across the network for the past two days, and we sincerely apologize to our customers for the inconvenience caused,” an IndiGo spokesperson stated.
“A multitude of unforeseen operational challenges — including minor technology glitches, schedule changes linked to the winter season, adverse weather conditions, increased congestion in the aviation system, and the implementation of updated crew rostering rules (Flight Duty Time Limitations) — had a negative compounding impact on our operations in a way that was not feasible to be anticipated,” the spokesperson said.
DGCA asks IndiGo to submit report:
Aviation watchdog DGCA said on Wednesday that it is looking into the flight disruptions and has asked the airline to submit a report on the same.
“The Directorate General of Civil Aviation is currently investigating the situation and evaluating measures along with the airline, to reduce cancellations and delays, in order to minimise inconvenience being caused to passengers… Indigo has been asked to report to DGCA, Headquarters, to present the facts leading to the current situation along with plans to mitigate the ongoing delays & cancellations,” it said.
IndiGo share price:
IndiGo shares have fallen more than 10 percent in the past five days, and over 7 percent in the past one month. The shares of the airline have fallen around 4 percent in the past six months, but are up nearly 15 percent in 2025 so far.
The stock's P/E ratio currently stands at over 31.
Operational disruptions at IndiGo will gradually ease as schedule adjustments and new duty time rules stabilize, said analysts from Morgan Stanley and Citi. However, Citi said that the airline's on-time performance will remain weak in near-term, and full normalisation could take longer despite short-term fixes.
Morgan Stanley sees rising costs from salaries, rupee depreciation, fuel expenses to pressure margins through FY26. The international brokerage has cut FY7-FY28 EPS estimates by approximately 20 percent.
Both see airfare rising as capacity stays steady and demand improves, supporting revenue growth. Morgan Stanley maintains ‘Overweight’ rating on the stock, with a target price of Rs 4,540, while Citi kept a ‘Buy’ rating with target price of Rs 6,500, citing long term demand strength despite near-term volatility.
Technical view on IndiGo share:
IndiGo's stock has slipped into short-term weakness after breaking below its crucial support zone at Rs 5,450–5,500, accompanied by rising selling volume, said Drumil Vithlani, Technical Analyst at Bonanza. He added that this signals strong distribution.
"The stock is now trading below the 20-EMA and 50-EMA, with momentum turning firmly bearish," the analyst said, adding that the immediate support lies at Rs 5,275–5,300. If this level breaks, further downside toward Rs 5,150 and even the 200-day EMA near Rs 5,050 cannot be ruled out, Vithlani added.
"On the upside, the broken support at Rs 5,450 now acts as strong resistance, followed by Rs 5,530 and Rs 5,695. RSI has dipped into the oversold territory near 28, indicating weakness but not yet showing a bullish reversal signal. Overall, IndiGo remains under pressure, and any fresh buying should be avoided until the price reclaims Rs 5,450 with strength," he said.
Follow all LIVE updates from the stock markets here.
(With inputs from agencies)
Disclaimer: The views and investment tips expressed by experts on Moneycontrol are their own and not those of the website or its management. Moneycontrol advises users to check with certified experts before taking any investment decisions.
By Andy Serwer
Will the last old-school banker please turn out the lights?
This past Monday night in a packed Times Square ballroom, some 2,000 attendees rose out of their seats to salute the latest lion of Wall Street, Marc Rowan, CEO of Apollo Global Management. It was the 50th UJA-Federation Wall Street Dinner, a signature fund-raising event in New York, which this year reaped some $57 million, and where Rowan was lauded for his "visionary leadership" in philanthropy and business.
Dozens of boldfaced-name financiers were in attendance, including Lloyd Blankfein, former CEO of Goldman Sachs Group, along with leading lights from JPMorgan Chase, Morgan Stanley, and Bank of America, but the crowd leaned more heavily toward the new side of Wall Street, including Blackstone Chief Operating Officer Jon Gray, Marc Lipschultz, co-CEO of Blue Owl Capital, and Michael Arougheti, CEO of Ares Management, as well as hedge fund CEOs Dan Loeb of Third Point and Paul Singer of Elliot Investment Management.
To a degree, the dinner manifested yet another step in the changing of the guard on Wall Street, from the old-line legacy banks to the new private-market institutions. (The other executive honored that night was Julie Solomon, co-head of real estate at Ares.) It's an ongoing shift of power and influence well understood by major charities, which have leaned into the trend, at least in part because, as Willie Sutton might have observed, that's where the money is.
For many decades, the ultimate brass ring on Wall Street was grabbing a top position at one of the nation's largest commercial or investment banks — the management committee at JPMorgan or a partnership at Goldman Sachs. It was the sign of ultimate achievement, a passkey to the upper echelons of New York society (and beyond), and a path to great wealth.
This was the case even after two massive shifts in the business. First, the firms went public, mostly in the 1970s and 1980s; Bank of America and JPMorgan on the commercial side, and investment banks Merrill Lynch, Morgan Stanley, and finally Goldman Sachs in 1999. And second, the two businesses began to converge, beginning with the Reagan administration's deregulation and culminating in the tumult of 2008, when Lehman Brothers collapsed and others were either bought (Bear Stearns by JPMorgan and Merrill Lynch by Bank of America) or forced to become bank holding companies (Goldman and Morgan Stanley).
At the same time, entrepreneurs were creating a financial parallel universe: in venture capital with firms such as Greylock, Sequoia Capital, and Kleiner Perkins formed in the late 1960s and early 1970s; hedge funds including Bridgewater Associates, Elliot, and Tudor Investment; and private-equity firms KKR, Blackstone, and Carlyle Group, all established in the mid-1970s through the mid-1980s. Though these companies started small, many of the founders — a number of whom still hold leadership positions — had massive ambition and grew their companies into global giants that rival Wall Street's legacy firms.
In particular, private equity and its later incarnation, alternative asset firms — which are much less encumbered by regulatory oversight than banks — have become fixtures of what we now call the shadow banking system, as predicted in a prescient and influential paper, "The Remaking of Wall Street" by Andrew Tuch, a law professor at Washington University. He wrote that while private-equity firms might be less financially vulnerable than the former investment banks, their credit funds and broker-dealer operations could "pose systemic risk concerns."
"Private-equity firms have been able to expand into the broker-dealer business, into credit, into insurance, simply because they can. No one is stopping them," says Arthur E. Wilmarth Jr., a professor emeritus of law at George Washington University and an expert in banking law and financial regulation. "They have replaced the old investment banks."
Yes, the big four — JPMorgan Chase, Goldman, Morgan Stanley, and Bank of America — are still formidable, but in many cases they've been eclipsed, particularly as compensation-making machines, by their private-market brethren and their multigenerational wealth-creating fee structures.
These great fortunes are being garnered not just by private-market firms' founders — familiar names like hedge fund CEOs Ken Griffin and Steve Cohen; Peter Thiel and Marc Andreessen in venture capital; and Steve Schwarzman and Henry Kravis in private equity — but also for a whole new crop of executives, many of whom have accumulated over $500 million or even several billion in compensation.
To help quantify this changing of the guard, Barron's asked pay consultant Equilar to compare the total compensation of old Wall Street to new Wall Street. Equilar measured the amount of money made by named executive officers, or NEOs (senior executives of a publicly traded company, usually the CEO, chief financial officer, and three or four others, whose compensation must be disclosed in regulatory filings) at the big four Wall Street banks, as well as at eight publicly traded private-equity/alternative-asset firms (Apollo, Ares, Blackstone, Blue Owl, Carlyle, Hamilton Lane, KKR, and TPG). Unlike almost all venture and hedge funds, most big PE firms are publicly traded, which makes for easier apples-to-apples comparisons.
The data reflect each executive's accumulated compensation from 2006 onward (when the Securities and Exchange Commission changed reporting rules) and the value of shares sold from 2003 onward (when the SEC mandated electronic filings for this disclosure), plus the value of their current — and in many cases, vastly appreciated — stockholdings.
Here's the tale of the tape: The average NEO of the PE/alt group has been paid some $2.3 billion, while the average legacy bank NEO made $331 million. Even when you exclude three heavily compensated private-equity founders; Steve Schwarzman, CEO and co-founder of Blackstone ($35 billion), and Henry Kravis and George Roberts, co-founders of KKR (both $11 billion), the average PE NEO still made just over $1 billion.
Another take comes from looking at median total compensation of the two groups, which for execs from legacy firms is $133 million as opposed to $376 million for the PE/alt execs (or $324 million when excluding Schwarzman, Kravis, and Roberts). Still a big gap. Of the legacy bank executives on the list, only JPMorgan Chase CEO Jamie Dimon, the most successful of that cohort, has earned more than $1 billion.
Who are some of these kings of Wall Street? Atop the list after Schwarzman, Kravis, and Roberts are two increasingly familiar names, Blackstone COO Gray (and increasingly CEO in everything but title), who has taken home $7.6 billion, and Apollo's Rowan — noted for spearheading the ouster of the president and the board chair, an old-school investment banker, of his alma mater, the University of Pennsylvania — with $5 billion.
Beyond that are some billionaires who may be less familiar — even as they helped build these companies into the forces they've become — like Blackstone CFO Michael Chae, who previously headed up a number of operating businesses there and has made $1.2 billion. The co-CEOs of KKR, Scott Nuttall and Joseph Bae — pals since they joined the company as junior analysts in 1996 — have been paid some $3.7 billion each. There's Jim Coulter, executive chairman and a founding partner of TPG, who now helps lead the firm's impact and environmental investing practices.
TPG's CEO, Jon Winkelried, who toiled at Goldman for over three decades before joining TPG a decade ago, is also on the list. Michael Rees and Doug Ostrover from Blue Owl have each made a billion-plus, and so too has a duo from Ares, CEO Michael Arougheti and Bennett Rosenthal, as well Scott Kleinman, co-president of Apollo Asset Management, who once worked at Smith Barney (remember them?).
Equilar's data aren't measuring these individuals' net worth. They don't account, for instance, for Arougheti's investment in Major League Baseball's Baltimore Orioles, or Winkelried's Colorado ranches. The Equilar list also doesn't include a number of high-profile PE billionaires like David Rubenstein, co-chairman of Carlyle, and Tony Ressler, executive chairman of Ares, who are no longer NEOs.
The pay disparity between the old and new Wall Street is apparent as you move down the pay food chain, as well. Wealth-intelligence firm Alrata looked at some 2,000 Americans with a net worth of more than $30 million who identify as being in banking and finance. The average net worth of those from a group of old-line companies (JPMorgan, Bank of America, Morgan Stanley, Goldman Sachs, Wells Fargo, Citigroup, and Bank of New York Mellon) is $118 million, while those who identify as working in hedge funds is $142 million; venture capital, $151 million; and private equity, $161 million.
There are myriad ways to measure the impact of these private-market firms on the financial markets, starting with U.S. private-equity firms employing 13.3 million workers, who earned $1.1 trillion in wages and benefits. Firms like private-credit giant Apollo own hundreds of hospitals in the U.S. Blackstone and KKR have significant investments in data centers and own hundreds of thousands of residential units. Speaking of real estate, did you see the recent Wall Street Journal article "The Hamptons Market Is Making an Epic Comeback"? Well, guess who's buying? "There was a time when Goldman Sachs partners were buying everything; now it's the private-equity people," says Paul Brennan, a top real estate agent at Douglas Elliman in the Hamptons who has sold a couple of eight-figure properties this year.
Also consider these numbers: The combined market capitalization of the eight private-equity/alt firms in the Equilar study is some $492 billion. The total assets under management of those companies is $4.67 trillion. And the private-credit market, dominated by the alt firms, is now $1.5 trillion-plus. All of those dollars represent an opportunity cost, to a degree, to the legacy banks.
"The big banks still win in mergers and acquisitions, advisory, and underwriting. They really have no competition there," says John Arnholz, a securities lawyer now retired from Morgan Lewis. "But just look at the news — all the stories are about things Blackstone, Apollo, and Ares are doing."
The implications of this reordering extend far beyond the workings of Wall Street and now stretch to our society writ large, be it politics, sports, or entertainment. In fact, the influence of the shadow bankers arguably matches or even exceeds that of traditional bankers.
Consider three implications of the power of private-market firms on higher education. First, university endowments, in particular those of the Ivy League, have loaded up on PE investments, which served them well until now, when it hasn't. Second, Marc Rowan, VCs like Peter Thiel, and hedge fund managers like Bill Ackman and Leon Cooperman have been sharply critical of these schools as they work to foist changes in leadership and curriculum. And third, the big money being made in private equity is increasingly allowing these firms to hire the best and brightest on university campuses.
Then there's politics. It used to be that so many executives from Goldman Sachs went to work in Washington that it was called "Government Sachs." No longer. Jerome Powell worked at the Carlyle Group and other private-equity firms before becoming Federal Reserve chair. Treasury Secretary Scott Bessent was a hedge fund manager, and Stephen Feinberg, co-founder of Cerberus Capital Management, i s now Deputy Secretary of War. As for VCs, David Sachs serves as Trump's artificial-intelligence and crypto czar — and oh, lest we forget, the vice president of the U.S., JD Vance, was a VC.
Vance, you may remember, worked for Sachs' good friend, Thiel, who has become a key GOP funder, following in the footsteps of hedge fund honchos like George Soros on the left and Robert Mercer of Renaissance Capital on the right.
Meanwhile, at the state level, Glenn Youngkin was co-CEO of Carlyle before becoming Virginia governor, and David McCormick, former CEO of hedge fund Bridgewater, is a U.S. senator from Pennsylvania.
Forays by private equity into the world of sport, once a trickle, have become a flood, with PitchBook identifying 74 major North American sports teams, valued at $258.4 billion, with PE connections. The PitchBook numbers don't even include sports like lacrosse, bull riding, Formula One, Minor League Baseball, flag football, rugby, volleyball, water polo, or even youth sports where PE has bought in. PE investors including RedBird Capital Partners and Ares have also invested in or own marquee soccer teams in Spain, England, France, and Italy.
Wall Street bankers once made for perfect foils in popular culture. Now private-equity executives fill the roles of villains or antiheroes in shows like Billions and Succession, the latter providing this bit: "You know how, like, everyone hates you?" Kendall Roy asks. "Well, no, that's not something I'm aware of," Stewy Hosseini responds impishly. "Private equity," Kendall continues, "getting your meat hooks in, chiseling your profit like a vampire locust fuck."
That little tidbit is cited in Derivative Media: How Wall Street Devours Culture by Andrew deWaard, a professor of media and popular culture at the University of California, San Diego, who, as you might surmise (perhaps along with the writer of that dialogue) is none too pleased that the PE boys have come to Tinseltown. DeWaard's book has a table showing some two dozen examples of the likes of KKR (David Ellison's Skydance), Apollo ( Legendary Entertainment), and Blackstone ( Hello Sunshine) buying into the movie business. Meanwhile, all of the big talent agencies, critical to the workings of Hollywood — William Morris Endeavor, Creative Artists Agency (which now owns ICM Partners), and United Talent Agency — are either owned or have or have had large stakes in their businesses owned by PE.
What has drawn PE to Hollywood? "Maybe because there aren't a lot of places left to invest," deWaard says. "Film, TV, and popular music resisted financialization for a long time, in part because it's a complicated business. And there are people who make a lot of money in some other business and go to Hollywood because, what a great way to spend your money and go to parties." ( Shhhh. Don't tell the limited partners.)
Private-equity executives looking for a Hollywood ending to their investments in the entertainment business and indeed across their portfolios would have to acknowledge that all of this wealth creation comes at a time when the PE/alt model is being called into question. Critics like George Washington's Wilmarth say the current pace of dealmaking can't sustain the number of exits required to return capital to limited partners.
"PE funds have a huge slog of debt that they're trying to extend and pretend, with continuation funds, payment-in-kind interest deals, and net asset value loans to try to get some money back to the investors," Wilmarth says. "Now, they're trying to go retail investors because institutional investors are saying, 'Wait a minute, where are all these returns we were promised? We would have been better off with an S&P 500 fund.' "
Charley Ellis, longtime observer of the markets and author of The Partnership: The Story of Goldman Sachs, has seen this movie before.
"Either shadow banks will be obliged to accept greater regulation, or sooner or later, one or more of them will get caught in a mess that roils the markets," Ellis told Barron's in an email. "Sooner or later, one way or another, the odds increase and increase until serious problems develop that impact the markets roughly the way Lehman and Bear Stearns did. The timing, magnitude, and all the specifics won't be known in advance, but the odds are rising," he says.
Sounds like it might be time for Ellis to write a new book. Or at least some new chapters.
Write to Andy Serwer at andy.serwer@barrons.com
This content was created by Barron's, which is operated by Dow Jones & Co. Barron's is published independently from Dow Jones Newswires and The Wall Street Journal.
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The risk of loss in trading financial instruments such as stocks, FX, commodities, futures, bonds, ETFs and crypto can be substantial. You may sustain a total loss of the funds that you deposit with your broker. Therefore, you should carefully consider whether such trading is suitable for you in light of your circumstances and financial resources.
No decision to invest should be made without thoroughly conducting due diligence by yourself or consulting with your financial advisors. Our web content might not suit you since we don't know your financial conditions and investment needs. Our financial information might have latency or contain inaccuracy, so you should be fully responsible for any of your trading and investment decisions. The company will not be responsible for your capital loss.
Without getting permission from the website, you are not allowed to copy the website's graphics, texts, or trademarks. Intellectual property rights in the content or data incorporated into this website belong to its providers and exchange merchants.
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