Tesco Regulatory News (TSCO)

17 Oct 2017 12:51

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		TESCO PLC
		relevant securities this form relates:
(c)		Name of the party to the offer with which exempt		TESCO PLC
		principal trader is connected
(d)		Date position held/dealing undertaken:		16 October 2017
(e)		In addition to the company in 1(b) above, is the exempt principal		YES:
		trader making disclosures in respect of any other party to the offer?		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
				Interests				Short Positions
				Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		45,393,176		0.55%		36,789,498		0.45%
(2)		Cash-settled derivatives:
				21,919,171		0.27%		29,681,840		0.36%
(3)		Stock-settled derivatives (including options)
		and agreements to purchase/sell:		1,000,000		0.01%		1,000,000		0.01%
(4)
		TOTAL:		68,312,347		0.83%		67,471,338		0.82%

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		4,461,584		1.8716 GBP		1.86 GBP
5p ordinary		Sale		1,987,979		1.8735 GBP		1.86 GBP
ADR		Purchase		12,613		7.5005 USD		7.4350 USD
ADR		Sale		12,613		7.5005 USD		7.4350 USD

(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		70		1.8700 GBP
5p ordinary		SWAP		Long		1,046		1.8663 GBP
5p ordinary		SWAP		Long		1,631		1.8632 GBP
5p ordinary		CFD		Long		1,713		1.8699 GBP
5p ordinary		CFD		Long		6,616		1.8647 GBP
5p ordinary		CFD		Long		9,882		1.8688 GBP
5p ordinary		CFD		Long		11,666		1.8695 GBP
5p ordinary		CFD		Long		15,122		1.8657 GBP
5p ordinary		SWAP		Long		17,490		1.8653 GBP
5p ordinary		CFD		Long		19,230		1.8703 GBP
5p ordinary		CFD		Long		25,309		1.8618 GBP
5p ordinary		SWAP		Long		30,287		1.8666 GBP
5p ordinary		CFD		Long		41,725		1.8635 GBP
5p ordinary		CFD		Long		53,879		1.8690 GBP
5p ordinary		CFD		Long		61,663		1.8694 GBP
5p ordinary		SWAP		Long		84,763		1.8686 GBP
5p ordinary		CFD		Long		101,773		1.8654 GBP
5p ordinary		CFD		Long		475,805		1.8643 GBP
5p ordinary		CFD		Long		480,452		1.8697 GBP
5p ordinary		SWAP Expires 18/10/2018		Long		914,382		1.8646 GBP
5p ordinary		SWAP		Short		10		1.8637 GBP
5p ordinary		SWAP		Short		104		1.8716 GBP
5p ordinary		CFD		Short		501		1.8600 GBP
5p ordinary		SWAP		Short		501		1.8600 GBP
5p ordinary		SWAP		Short		1,538		1.8710 GBP
5p ordinary		SWAP		Short		1,711		1.8702 GBP
5p ordinary		SWAP		Short		1,789		1.8700 GBP
5p ordinary		SWAP		Short		2,401		1.8675 GBP
5p ordinary		SWAP		Short		2,882		1.8663 GBP
5p ordinary		SWAP		Short		3,615		1.8692 GBP
5p ordinary		SWAP		Short		13,160		1.8707 GBP
5p ordinary		CFD		Short		31,107		1.8701 GBP
5p ordinary		CFD		Short		62,998		1.8652 GBP
5p ordinary		CFD		Short		76,626		1.8616 GBP
5p ordinary		SWAP		Short		76,626		1.8616 GBP
5p ordinary		CFD		Short		128,753		1.8711 GBP
5p ordinary		SWAP		Short		148,700		1.8697 GBP
5p ordinary		SWAP		Short		221,697		1.8615 GBP
5p ordinary		CFD		Short		390,060		1.8696 GBP
5p ordinary		SWAP		Short		407,946		1.8622 GBP
5p ordinary		SWAP		Short		518,193		1.8656 GBP
5p ordinary		CFD		Short		2,009,837		1.8654 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:		17 Oct 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

Identity of the person whose positions/dealings		BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:
Name of offeror/offeree in relation to whose		TESCO PLC
relevant securities this from relates:

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class

Product

Writing,

Number

Exercise

Type

Expiry

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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20171017006020/en/

Copyright Business Wire 2017