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:   BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose

BAE SYSTEMS PLC

  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt Advisor to Offeror
  principal trader is connected  
(d) Date position held/dealing undertaken: 5 October 2012
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect EADS(EURO AERONAUTIC DEFENSE SPACE) N.V.
  of any other party to this offer?  

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:       ORD            
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 3,544,026 0.11% 653,628 0.02%
           
(2) Derivatives (other than
options): 366,153 0.01% 912,440 0.03%
           
(3) Options and agreements to
purchase/sell: 130,000 0.00% 1,505,000 0.05%
           
(4) TOTAL:
4,040,179 0.12% 3,071,068 0.09%

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:  
Details, including nature of the rights concerned and relevant percentages:  

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   Purchase/sale   Number of   Price per unit
security   securities  
ORD Purchase 100 3.3570 GBP
ORD Purchase 1,665 3.3550 GBP
ORD Purchase 11,600 3.3092 GBP
ORD Purchase 12,855 3.2979 GBP
ORD Purchase 15,941 3.3124 GBP
ORD Purchase 16,627 3.3162 GBP
ORD Purchase 17,501 3.3263 GBP
ORD Purchase 25,044 3.3265 GBP
ORD Purchase 26,482 3.3050 GBP
ORD Purchase 35,375 3.3232 GBP
ORD Purchase 35,924 3.3281 GBP
ORD Purchase 114,060 3.3201 GBP
ORD Purchase 177,813 3.3046 GBP
ORD Purchase 275,424 3.3160 GBP
ORD Purchase 359,558 3.2972 GBP
ORD Purchase 1,000,000 3.3400 GBP
ORD Sale 594 3.3496 GBP
ORD Sale 1,897 3.3431 GBP
ORD Sale 2,344 3.3260 GBP
ORD Sale 3,519 3.3484 GBP
ORD Sale 4,378 3.3536 GBP
ORD Sale 8,164 3.3564 GBP
ORD Sale 9,512 3.3495 GBP
ORD Sale 13,888 3.3459 GBP
ORD Sale 15,913 3.3492 GBP
ORD Sale 20,589 3.3396 GBP
ORD Sale 25,439 3.3192 GBP
ORD Sale 27,060 3.3285 GBP
ORD Sale 27,634 3.3371 GBP
ORD Sale 35,475 3.3234 GBP
ORD Sale 50,039 3.3186 GBP
ORD Sale 56,948 3.2949 GBP
ORD Sale 130,601 3.3183 GBP
ORD Sale 243,822 3.2899 GBP
ORD Sale 250,000 3.3032 GBP
ORD (traded as ADR) Purchase 452 21.4400 USD
ORD (traded as ADR) Purchase 5,148 21.3600 USD
ORD (traded as ADR) Sale 452 21.4400 USD
ORD (traded as ADR) Sale 5,148 21.3600 USD

(b) Derivatives transactions (other than options)

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD SWAP Long 20,589 3.3396 GBP
ORD CFD Long 47,621 3.3300 GBP
ORD SWAP Short 12,855 3.2978 GBP
ORD CFD Short 26,482 3.3050 GBP
ORD SWAP Short 44,839 3.3037 GBP
ORD SWAP Short 53,869 3.3120 GBP
ORD CFD Short 82,810 3.3093 GBP

(c) Options transactions in respect of existing securities

(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) Exercising

Class of relevant security   Product description

e.g. call option

  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)

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?  

YES

Date of disclosure:  

8 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 monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

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

2. OPTIONS AND DERIVATIVES

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      
ORD Put Options Purchased 130,000 3.3000 American 7 Oct 2012
ORD Call Options Written -500,000 3.0500 American 7 Oct 2012
ORD Call Options Written -1,000,000 3.3000 American 7 Oct 2012
ORD Call Options Written -5,000 3.6000 American 7 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.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing 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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