Last checked at 9 Feb 2018 15:41
FORM 8 (OPD)
THE ORIGINAL OPENING POSITION DISCLOSURE PUBLISHED ON 10 FEBRUARY 2017 INCLUDED A REFERENCE TO AN INTEREST IN 275,090 ORDINARY SHARES OF FIVE PENCE EACH OF TESCO PLC ("TESCO SHARES") HELD BY INVESTEC CAPITAL AND INVESTMENTS (IRELAND) LIMITED ("INVESTEC") AS A NOMINEE, WHICH WAS INCLUDED IN ERROR. THE OPENING POSITION DISCLOSURE IS AMENDED AND RESTATED BELOW TO REMOVE REFERENCE TO THE 275,090 TESCO SHARES HELD BY INVESTEC AS NOMINEE AT SECTION 3(C). ACCORDINGLY, INVESTEC'S DISCLOSEABLE INTEREST IN TESCO SHARES AS AT THE DATE OF THE OPENING POSITION DISCLOSURE WAS ZERO.
IN ADDITION AND FURTHER TO THE PUBLICATION OF THE SHAREHOLDER CIRCULAR TO BOOKER SHAREHOLDERS ON 5 FEBRUARY 2018 ("SCHEME DOCUMENT"), IT IS NOTED THAT THE SCHEME DOCUMENT ALSO REFERRED TO INVESTEC HOLDING 264,787 TESCO SHARES WHICH WAS INCLUDED IN ERROR. INVESTEC'S DISCLOSEABLE INTEREST IN TESCO SHARES AS AT 1 FEBRUARY 2018 (BEING THE LATEST PRACTICABLE DATE FOR THE PURPOSES OF THE SCHEME DOCUMENT) WAS ZERO AND PARAGRAPH 5 OF PART V (ADDITIONAL INFORMATION) OF THE SCHEME DOCUMENT SHOULD BE READ ACCORDINGLY.
THIS DISCLOSURE THEREFORE CORRECTS THE DETAILS CONTAINED IN THE ORIGINAL OPENING POSITION DISCLOSURE PUBLISHED ON 10 FEBRUARY 2017 AND IN THE SCHEME DOCUMENT.
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Booker Group plc |
(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. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Tesco plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 9 February 2017 |
(f) In addition to the company in 1(c) above, is the discloser 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 If YES, specify which: Booker Group plc (Offeree)
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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(c), 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
Class of relevant security:
| Ordinary Shares of 5 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | Nil |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||
(a). Interest in Tesco plc's ordinary shares held by the directors of Booker Group plc and their close relatives and related trusts
*Percentages have been rounded.
(b). Options over Tesco plc shares held by the directors of Booker Group plc and their close relatives and related trusts
Nil.
(c). Interest in Tesco plc's ordinary shares held by other concert parties of Booker Group plc
*Percentages have been rounded.
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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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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 party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None.
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, 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.
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 10 February 2017 |
| Contact name: | Mark Chilton |
| Telephone number: | +44 (0) 1933 371 000 |
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.