Last checked at 13 Jun 2017 12:29
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: | 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 | 12 June 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: | 43,539,439 | 0.53% | 44,347,498 | 0.54% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 35,052,889 | 0.43% | 26,531,301 | 0.32% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
| (4) | |||||||||||
| TOTAL: | 78,592,328 | 0.96% | 70,878,799 | 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 | 2,772,650 | 1.8460 GBP | 1.8067 GBP | |||||
| 5p ordinary | Sale | 5,930,173 | 1.8495 GBP | 1.8067 GBP | |||||
| ADR | Purchase | 8,597 | 7.0151 USD | 7.0151 USD | |||||
| ADR | Sale | 8,597 | 7.0151 USD | 7.0151 USD | |||||
| (b) | Cash-settled derivative transactions | ||||||||
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| 5p ordinary | SWAP | Long | 918 | 1.8495 GBP | |||||
| 5p ordinary | CFD | Long | 1,086 | 1.8123 GBP | |||||
| 5p ordinary | SWAP | Long | 4,202 | 1.8215 GBP | |||||
| 5p ordinary | SWAP | Long | 6,452 | 1.8229 GBP | |||||
| 5p ordinary | SWAP | Long | 10,803 | 1.8324 GBP | |||||
| 5p ordinary | SWAP | Long | 15,610 | 1.8376 GBP | |||||
| 5p ordinary | CFD | Long | 15,642 | 1.8113 GBP | |||||
| 5p ordinary | SWAP | Long | 15,642 | 1.8113 GBP | |||||
| 5p ordinary | SWAP | Long | 18,510 | 1.8343 GBP | |||||
| 5p ordinary | SWAP | Long | 19,965 | 1.8235 GBP | |||||
| 5p ordinary | SWAP | Long | 20,005 | 1.8286 GBP | |||||
| 5p ordinary | SWAP | Long | 24,509 | 1.8287 GBP | |||||
| 5p ordinary | CFD | Long | 30,619 | 1.8404 GBP | |||||
| 5p ordinary | SWAP | Long | 87,133 | 1.8276 GBP | |||||
| 5p ordinary | SWAP | Long | 145,106 | 1.8212 GBP | |||||
| 5p ordinary | CFD | Long | 150,210 | 1.8345 GBP | |||||
| 5p ordinary | SWAP | Long | 150,210 | 1.8345 GBP | |||||
| 5p ordinary | SWAP | Long | 165,603 | 1.8350 GBP | |||||
| 5p ordinary | SWAP | Long | 186,975 | 1.8289 GBP | |||||
| 5p ordinary | SWAP | Long | 262,999 | 1.8372 GBP | |||||
| 5p ordinary | CFD | Long | 359,693 | 1.8115 GBP | |||||
| 5p ordinary | SWAP | Long | 652,313 | 1.8198 GBP | |||||
| 5p ordinary | SWAP | Long | 697,357 | 1.8299 GBP | |||||
| 5p ordinary | SWAP | Short | 3,214 | 1.8399 GBP | |||||
| 5p ordinary | CFD | Short | 3,673 | 1.8346 GBP | |||||
| 5p ordinary | CFD | Short | 4,968 | 1.8496 GBP | |||||
| 5p ordinary | CFD | Short | 7,149 | 1.8254 GBP | |||||
| 5p ordinary | CFD | Short | 11,082 | 1.8454 GBP | |||||
| 5p ordinary | CFD | Short | 13,326 | 1.8367 GBP | |||||
| 5p ordinary | SWAP | Short | 16,175 | 1.8381 GBP | |||||
| 5p ordinary | SWAP | Short | 16,850 | 1.8431 GBP | |||||
| 5p ordinary | CFD | Short | 24,572 | 1.8344 GBP | |||||
| 5p ordinary | SWAP | Short | 29,004 | 1.8392 GBP | |||||
| 5p ordinary | CFD | Short | 30,619 | 1.8207 GBP | |||||
| 5p ordinary | SWAP | Short | 106,054 | 1.8375 GBP | |||||
| 5p ordinary | SWAP | Short | 129,978 | 1.8345 GBP | |||||
| 5p ordinary | CFD | Short | 287,393 | 1.8397 GBP | |||||
| 5p ordinary | SWAP | Short | 510,140 | 1.8440 GBP | |||||
| 5p ordinary | CFD | Short | 1,020,278 | 1.8415 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? | NO |
| Date of disclosure: | 13 June 2017 | |
| Contact name: | Jay Supaya | |
| Telephone number: | 0207 773 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.
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