Last checked at 19 Dec 2017 12:00
FORM 8.5 (EPT/NON-RI) AMENDMENT TO SALES
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: | BARCLAYS CAPITAL SECURITIES LTD | |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | TESCO PLC | |
| (c) Name of the party to the offer with which exempt principal trader is connected: | TESCO PLC | |
| (d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 13 DEC 2017 | |
| (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” | YES BOOKER GROUP PLC |
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: | 5p ordinary | 0 | |||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 46,215,946 | 0.56% | 46,012,935 | 0.56% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 17,881,603 | 0.22% | 24,167,947 | 0.30% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 1,000,000 | 0.01% | 1,000,000 | 0.01% | |||||||
| (4) | |||||||||||
| TOTAL: | 65,097,549 | 0.80% | 71,180,882 | 0.87% |
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: | |
| Details, including nature of the rights concerned and relevant percentages: |
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 | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||||
| security | securities | paid/received | paid/received | ||||||
| 5p ordinary | Purchase | 6,476,259 | 2.1000 GBP | 2.0585 GBP | |||||
| 5p ordinary | Sale | 4,029,585 | 2.1000 GBP | 2.0585 GBP | |||||
| (b) | Cash-settled derivative transactions | ||||||||
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| 5p ordinary | CFD | Long | 246 | 2.0964 GBP | |||||
| 5p ordinary | CFD | Long | 505 | 2.0937 GBP | |||||
| 5p ordinary | CFD | Long | 2,919 | 2.0966 GBP | |||||
| 5p ordinary | SWAP | Long | 3,164 | 2.0852 GBP | |||||
| 5p ordinary | CFD | Long | 3,214 | 2.0847 GBP | |||||
| 5p ordinary | CFD | Long | 3,814 | 2.0646 GBP | |||||
| 5p ordinary | SWAP | Long | 4,700 | 2.0837 GBP | |||||
| 5p ordinary | CFD | Long | 7,203 | 2.0934 GBP | |||||
| 5p ordinary | CFD | Long | 10,008 | 2.0880 GBP | |||||
| 5p ordinary | SWAP | Long | 11,000 | 2.0888 GBP | |||||
| 5p ordinary | CFD | Long | 25,096 | 2.0863 GBP | |||||
| 5p ordinary | SWAP | Long | 31,068 | 2.0894 GBP | |||||
| 5p ordinary | CFD | Long | 40,036 | 2.0839 GBP | |||||
| 5p ordinary | CFD | Long | 75,185 | 2.0844 GBP | |||||
| 5p ordinary | CFD | Long | 81,406 | 2.0857 GBP | |||||
| 5p ordinary | CFD | Long | 181,595 | 2.0835 GBP | |||||
| 5p ordinary | SWAP | Long | 204,758 | 2.0925 GBP | |||||
| 5p ordinary | SWAP | Long | 641,900 | 2.0903 GBP | |||||
| 5p ordinary | CFD | Long | 671,247 | 2.0901 GBP | |||||
| 5p ordinary | CFD | Short | 2,919 | 2.0842 GBP | |||||
| 5p ordinary | SWAP | Short | 16,953 | 2.0957 GBP | |||||
| 5p ordinary | CFD | Short | 26,317 | 2.0841 GBP | |||||
| 5p ordinary | CFD | Short | 46,272 | 2.0776 GBP | |||||
| 5p ordinary | SWAP | Short | 142,542 | 2.0840 GBP | |||||
| 5p ordinary | SWAP | Short | 316,755 | 2.0717 GBP | |||||
| 5p ordinary | CFD | Short | 333,290 | 2.0863 GBP | |||||
| 5p ordinary | SWAP | Short | 500,169 | 2.0801 GBP | |||||
| 5p ordinary | SWAP | Short | 633,510 | 2.0825 GBP | |||||
| 5p ordinary | SWAP | Short | 1,108,643 | 2.0630 GBP | |||||
| 5p ordinary | SWAP | Short | 1,291,173 | 2.0826 GBP |
(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 | 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 |
(d) Other dealings (including subscribing for new securities)
| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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? | YES |
| Date of disclosure: | 19 DEC 2017 | |
| Contact name: | Jay Supaya | |
| Telephone number: | 020 7773 0635 |
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.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| Full name of person making disclosure: | BARCLAYS CAPITAL SECURITIES LTD | |
| Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | TESCO PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class | Product | Writing, | Number | Exercise | Type | =A132:G139 | |||||||
| of | description | purchasing, | of | price | date | ||||||||
| relevant | selling, | securities | per unit | ||||||||||
| security | varying etc | to which | |||||||||||
| option | |||||||||||||
| relates | |||||||||||||
| 5p ordinary | Call Options | Purchased | 1,000,000 | 185.0000 | American | 15 Dec 2017 | |||||||
| 5p ordinary | Put Options | Purchased | -1,000,000 | 185.0000 | American | 15 Dec 2017 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
| Full details should be given so that the nature of the interest or position can be fully understood: |
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.
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