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)	Â	Name of exempt principal trader:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b)		Name of offeror/offeree in relation to whose		BAE SYSTEMS PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		Advisor to Offeror
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		8 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.
Â		of any other party to this offer?		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:		3,577,265		0.11%		609,389		0.02%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		348,876		0.01%		968,653		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:
				4,056,141		0.12%		3,083,042		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:	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		697		3.2416 GBP
ORD		Purchase		1,474		3.2379 GBP
ORD		Purchase		1,546		3.2434 GBP
ORD		Purchase		2,412		3.2499 GBP
ORD		Purchase		9,707		3.2461 GBP
ORD		Purchase		10,775		3.2615 GBP
ORD		Purchase		12,675		3.2482 GBP
ORD		Purchase		17,401		3.2557 GBP
ORD		Purchase		19,270		3.2413 GBP
ORD		Purchase		24,870		3.2429 GBP
ORD		Purchase		27,587		3.2650 GBP
ORD		Purchase		40,177		3.2549 GBP
ORD		Purchase		40,699		3.2448 GBP
ORD		Purchase		51,797		3.2486 GBP
ORD		Purchase		55,293		3.2522 GBP
ORD		Sale		881		3.2410 GBP
ORD		Sale		1,747		3.2617 GBP
ORD		Sale		2,006		3.2502 GBP
ORD		Sale		3,696		3.2546 GBP
ORD		Sale		3,850		3.2583 GBP
ORD		Sale		14,480		3.2630 GBP
ORD		Sale		18,248		3.2589 GBP
ORD		Sale		25,102		3.2524 GBP
ORD		Sale		31,191		3.2541 GBP
ORD		Sale		35,962		3.2555 GBP
ORD		Sale		43,699		3.2540 GBP
ORD		Sale		58,040		3.2511 GBP
ORD (traded as ADR)		Purchase		912		21.1000 USD
ORD (traded as ADR)		Sale		912		21.1000 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		SWAP		Long		3,719		3.2455 GBP
ORD		SWAP		Long		5,729		3.2580 GBP
ORD		CFD		Long		7,593		3.2735 GBP
ORD		SWAP		Long		8,800		3.2653 GBP
ORD		CFD		Long		18,601		3.2700 GBP
ORD		CFD		Short		18,925		3.2748 GBP
ORD		CFD		Short		23,749		3.2471 GBP
ORD		CFD		Short		24,870		3.2428 GBP
ORD		SWAP		Short		50,388		3.2485 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:	Â	9 Oct 2012
Contact name:	Â	Geoff Smith
Telephone number:	Â	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].

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

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

10 Oct 2012

ORD

Call Options

Written

-500,000

3.0500

American

10 Oct 2012

ORD

Call Options

Written

-1,000,000

3.3000

American

10 Oct 2012

ORD

Call Options

Written

-5,000

3.6000

American

10 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 [phone].

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