RNS Number : 0891N J.P. Morgan Securities LLC 20 July 2026  

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FORM 8.3

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER

RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

1.             KEY INFORMATION

(a)   Full name of discloser

J.P. Morgan Securities LLC

(b)   Owner or controller of interests and short positions disclosed, if different from 1(a)

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c)   Name of offeror/offeree in relation to whose relevant securities this form relates

Use a separate form for each offeror/offeree

Forward Industries Inc.

(d)   If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1)

N/A

(e)   Date position held/dealing undertaken

For an opening position disclosure, state the latest practicable date prior to the disclosure

17 July 2026

(f)    In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

Yes, Brera Holdings plc

2.             INTERESTS AND SHORT POSITIONS

If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

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Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

(Note 2)

Class of relevant security

(Note 3)

$0.01 ordinary shares

Interests

Short positions

Number

%

Number

%

(1)   Relevant securities owned and/or controlled

2,357,494

3.20

1,253,258

1.70

(2)   Cash-settled derivatives

1,017,674

1.38

267,774

0.36

(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell

0

0.00

0

0.00

Total

3,375,168

4.58

1,521,032

2.06

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and 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.

3.             DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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

Purchase/sale

Number of

securities

Price per unit

(Note 5)

$0.01 ordinary shares

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

12

24

9

2

717

747

45

182

100

400

35

4.2400 USD

4.0150 USD

3.9600 USD

4.1150 USD

4.0447 USD

4.0173 USD

4.0100 USD

4.0200 USD

4.0400 USD

4.0550 USD

4.0682 USD

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

12

3,254

9

1

2

717

747

330

220

112

100

4.2400 USD

4.0150 USD

3.9600 USD

3.9650 USD

4.1150 USD

4.0447 USD

4.0173 USD

4.0100 USD

4.0200 USD

4.0400 USD

4.0050 USD

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(b)           Cash-settled derivative transactions

Class of

relevant

security

Product

description

e.g. CFD

Nature of dealing

e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position

Number of

reference

securities

(Note 6)

Price

per unit

(Note 5)

$0.01 ordinary shares

Equity Swap

Decrease Long

747

45

4.0173 USD

4.0100

USD

 

Increase Short

717

4.0447 USD

(c)           Stock-settled derivative transactions (including options)

(i)            Writing, selling, purchasing or varying

  • Class of

    relevant

    security

  • Product

    description e.g. call

    option

  • Writing, purchasing, selling, varying

    etc.

  • Number

    of

    securities

    to which

    option

    relates

    (Note 6)

  • Exercise

    price per

    unit

  • Type

    e.g.

    American,

    European

    etc.

  • Expiry

    date

  • Option

    money

    paid/

    received per unit

(ii)           Exercise

  • Class of

    relevant

    security

  • Product

    description

    e.g. call

    option

  • Exercising/

    exercised

    against

  • Number of

    securities

  • Exercise

    price per

    unit

    (Note 5)

(d)           Other dealings (including transactions in respect of new securities) (Note 3)

  • Class of

    relevant

    security

  • Nature of dealing

    e.g. subscription,

    conversion, exercise

  • Details

  • Price per unit (if

    applicable)

    (Note 5)

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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 person 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"

(b)           Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

(c)           Attachments

  • Is a Supplemental Form 8 attached?

  • NO

Date of disclosure

20 July 2026

Contact name

Hetvi Shah

Telephone number

44 2034 936359

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.

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NOTES ON FORM 8.3

1.             See the definition of "connected fund manager" in Rule 2.2 of Part A of the Rules.

2.             See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.

3.             See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

4.             See the definition of "dealing" in Rule 2.1 of Part A of the Rules.

5.             If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

6.             See Rule 2.5(d) of Part A of the Rules.

7.             If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

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