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

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

BARCLAYS PLC

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:	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	4 October 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		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		3,547,467		0.11%		1,850,222		0.06%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		1,495,464		0.05%		894,106		0.03%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		130,000		0.00%		1,505,000		0.05%
Â		Â		Â		Â		Â		Â
(4)		TOTAL:
				5,172,931		0.16%		4,249,328		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		950		3.3474 GBP
ORD		Purchase		969		3.3460 GBP
ORD		Purchase		1,293		3.3450 GBP
ORD		Purchase		3,199		3.3398 GBP
ORD		Purchase		8,860		3.3464 GBP
ORD		Purchase		16,635		3.3457 GBP
ORD		Purchase		23,075		3.3400 GBP
ORD		Purchase		23,660		3.3452 GBP
ORD		Purchase		24,523		3.3427 GBP
ORD		Purchase		79,438		3.3448 GBP
ORD		Purchase		164,403		3.3446 GBP
ORD		Purchase		447,000		3.3357 GBP
ORD		Purchase		690,000		3.3425 GBP
ORD		Sale		905		3.3465 GBP
ORD		Sale		969		3.3463 GBP
ORD		Sale		5,403		3.3506 GBP
ORD		Sale		13,265		3.3436 GBP
ORD		Sale		19,747		3.3467 GBP
ORD		Sale		21,165		3.3453 GBP
ORD		Sale		23,922		3.3451 GBP
ORD		Sale		24,768		3.3429 GBP
ORD		Sale		28,126		3.3440 GBP
ORD		Sale		36,011		3.3447 GBP
ORD		Sale		48,391		3.3483 GBP
ORD		Sale		55,609		3.3444 GBP
ORD		Sale		60,668		3.3454 GBP
ORD		Sale		79,349		3.3458 GBP
ORD		Sale		275,294		3.3431 GBP
ORD		Sale		283,373		3.3439 GBP
ORD (traded as ADR)		Purchase		868		21.8105 USD
ORD (traded as ADR)		Sale		204		21.7800 USD
ORD (traded as ADR)		Sale		664		21.8200 USD

(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		CFD		Long		65		3.3467 GBP
ORD		CFD		Long		5,572		3.3415 GBP
ORD		CFD		Long		9,619		3.3428 GBP
ORD		SWAP		Long		26,800		3.3419 GBP
ORD		SWAP		Long		28,126		3.3440 GBP
ORD		SWAP		Short		2,244		3.3370 GBP
ORD		SWAP		Short		2,920		3.3371 GBP
ORD		CFD		Short		6,325		3.3454 GBP
ORD		CFD		Short		17,028		3.3402 GBP

Class of relevant security

Â

Product description e.g. CFD

Â

Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position

Â

Number of reference securities

Â

Price per unit

(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	Â	Product description	Â	Number of	Â	Exercise price per
security		Â		securities		unit
ORD		Call Options		446,570		3.1446 GBP
ORD		Call Options		893,140		3.1446 GBP

(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 Â

Date of disclosure:	Â	5 Oct 2012
Contact name:	Â	Geoff Smith
Telephone number:	Â	020 3555 4632

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

Put Options

Purchased

130,000

3.3000

American

6 Oct 2012

ORD

Call Options

Written

-500,000

3.0500

American

6 Oct 2012

ORD

Call Options

Written

-1,000,000

3.3000

American

6 Oct 2012

ORD

Call Options

Written

-5,000

3.6000

American

6 Oct 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.

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.