Form 8.5 (EPT/NON-RI) - BAE SYSTEMS PLC - Amend...

Form 8.5 (EPT/NON-RI) - BAE SYSTEMS PLC - Amendment

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI) AMENDMENT

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:	Â	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	Â	BAE SYSTEMS PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Â	Advisor to Offeror
(d) Date position held/dealing undertaken:	Â	28 September 2012
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	Â	YES: EADS(EURO AERONAUTIC DEFENSE SPACE) N.V. Â

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(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:	Â	Â	Â	ORD	Â	Â	Â	Â	Â	Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		3,418,495		0.09%		1,628,114		0.05%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		1,366,042		0.04%		1,136,436		0.03%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		576,570		0.02%		1,505,000		0.05%
Â		Â		Â		Â		Â		Â
(4)		TOTAL:
				5,361,107		0.15%		4,269,550		0.13%

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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 executive options)

Class of relevant security in relation to which subscription right exists:	Â
Details, including nature of the rights concerned and relevant percentages:	Â

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.

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a) Purchases and sales

Class of relevant	Â	Purchase/sale	Â	Number of	Â	Price per unit
security		Â		securities		Â
ORD		Purchase		378		3.2605 GBP
ORD		Purchase		1,065		3.2701 GBP
ORD		Purchase		1,109		3.2720 GBP
ORD		Purchase		1,936		3.2590 GBP
ORD		Purchase		2,000		3.2665 GBP
ORD		Purchase		3,037		3.2650 GBP
ORD		Purchase		9,102		3.2583 GBP
ORD		Purchase		14,521		3.2654 GBP
ORD		Purchase		18,530		3.2714 GBP
ORD		Purchase		21,906		3.2678 GBP
ORD		Purchase		34,149		3.2653 GBP
ORD		Purchase		44,388		3.2681 GBP
ORD		Purchase		51,896		3.2534 GBP
ORD		Purchase		63,613		3.2539 GBP
ORD		Purchase		64,014		3.2551 GBP
ORD		Purchase		141,000		3.2631 GBP
ORD		Purchase		142,015		3.2673 GBP
ORD		Purchase		144,010		3.2661 GBP
ORD		Purchase		203,563		3.2610 GBP
ORD		Purchase		244,300		3.2510 GBP
ORD		Sale		1,554		3.2620 GBP
ORD		Sale		1,757		3.2688 GBP
ORD		Sale		1,914		3.2654 GBP
ORD		Sale		5,003		3.2510 GBP
ORD		Sale		4,370		3.2510 GBP
ORD		Sale		1,936		3.2590 GBP
ORD		Sale		8,970		3.2583 GBP
ORD		Sale		10,195		3.2680 GBP
ORD		Sale		11,799		3.2631 GBP
ORD		Sale		12,158		3.2698 GBP
ORD		Sale		12,691		3.2674 GBP
ORD		Sale		16,025		3.2691 GBP
ORD		Sale		16,671		3.2667 GBP
ORD		Sale		19,294		3.2573 GBP
ORD		Sale		24,258		3.2606 GBP
ORD		Sale		44,388		3.2682 GBP
ORD		Sale		48,545		3.2552 GBP
ORD		Sale		104,851		3.2510 GBP
ORD		Sale		137,183		3.2652 GBP
ORD		Sale		199,047		3.2522 GBP
ORD		Sale		383,538		3.2660 GBP
ORD		Sale		387,800		3.2686 GBP

(b) Derivatives transactions (other than options)

Class of	Â	Product	Â	Nature of dealing	Â	Number of	Â	Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
ORD		SWAP		Long		12,158		3.2698 GBP
ORD		CFD		Long		12,881		3.2712 GBP
ORD		SWAP		Long		38,300		3.2606 GBP
ORD		CFD		Short		945		3.2614 GBP
ORD		SWAP		Short		2,000		3.2664 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security

Â

Product description e.g. call option

Â

Writing, purchasing, selling, varying etc.

Â

Number of securities to which option relates

Â

Exercise price per unit

Â

Type e.g. American, European etc.

Â

Expiry date

Â

Option money paid/ received per unit

(ii) Exercising

Class of relevant security

Â

Product description e.g. call option

Â

Number of securities

Â

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Â

Nature of dealing e.g. subscription, conversion

Â

Details

Â

Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

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.

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: 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?	Â	YES
Date of disclosure:		2 Oct 2012
Contact name:		Geoff Smith
Telephone number:		020 3555 4632

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of person whose open positions are being disclosed:	Â	BARCLAYS CAPITAL SECURITIES LTD
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:		BAE SYSTEMS PLC

2. OPTIONS AND DERIVATIVES

Class

Â

Product

Â

Writing,

Â

Number

Â

Exercise

Â

Type

Â

Expiry

of

description

purchasing,

of

price

date

relevant

selling,

securities

per unit

security

varying etc

to which

option

Â

Â

Â

relates

Â

Â

Â

ORD

Call Options

Purchased

446,570

3.1446

European

4 Oct 2012

ORD

Put Options

Purchased

130,000

330.0000

American

30 Sep 2012

ORD

Call Options

Written

-500,000

305.0000

American

30 Sep 2012

ORD

Call Options

Written

-1,000,000

330.0000

American

30 Sep 2012

ORD

Call Options

Written

-5,000

360.0000

American

30 Sep 2012

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 contracts for differences (“CFDs”) or spread bets.

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 dealing disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.