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 relevant securities this form relates:

Use a separate form for each offeror/offeree

 

BAE SYSTEMS PLC

(c) Name of the party to the offer with which exempt principal trader is connected:  

Advisor to Offeror

(d) Date position held/dealing undertaken:  

1 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?  

YES: EADS(EURO AERONAUTIC DEFENSE SPACE) N.V.

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: 3,359,878 0.11% 1,592,769 0.05%
           
(2) Derivatives (other than
options): 1,364,768 0.04% 1,087,033 0.03%
           
(3) Options and agreements to
purchase/sell: 576,570 0.02% 1,505,000 0.05%
           
(4) TOTAL:
5,301,216 0.17% 4,184,802 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:  
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 715 3.2824 GBP
ORD Purchase 1,623 3.2706 GBP
ORD Purchase 2,724 3.2826 GBP
ORD Purchase 2,871 3.2675 GBP
ORD Purchase 5,000 3.2784 GBP
ORD Purchase 3,503 3.2807 GBP
ORD Purchase 9,200 3.2723 GBP
ORD Purchase 12,000 3.2802 GBP
ORD Purchase 14,723 3.2805 GBP
ORD Purchase 16,998 3.2712 GBP
ORD Purchase 21,705 3.2811 GBP
ORD Purchase 26,589 3.2769 GBP
ORD Purchase 30,786 3.2708 GBP
ORD Purchase 56,225 3.2721 GBP
ORD Purchase 84,022 3.2773 GBP
ORD Purchase 86,763 3.2791 GBP
ORD Sale 997 3.2683 GBP
ORD Sale 1,383 3.2780 GBP
ORD Sale 1,800 3.2757 GBP
ORD Sale 1,824 3.2804 GBP
ORD Sale 2,294 3.2795 GBP
ORD Sale 4,239 3.2720 GBP
ORD Sale 7,092 3.2719 GBP
ORD Sale 2,237 3.2720 GBP
ORD Sale 2,868 3.2720 GBP
ORD Sale 6,301 3.2767 GBP
ORD Sale 7,459 3.2642 GBP
ORD Sale 9,167 3.2850 GBP
ORD Sale 14,161 3.2776 GBP
ORD Sale 16,300 3.2802 GBP
ORD Sale 42,781 3.2768 GBP
ORD Sale 55,606 3.2677 GBP
ORD Sale 67,420 3.2710 GBP
ORD Sale 75,566 3.2744 GBP
ORD Sale 79,224 3.2805 GBP

(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 2,200 3.2760 GBP
ORD SWAP Long 7,530 3.2510 GBP
ORD CFD Long 10,829 3.2844 GBP
ORD CFD Long 79,224 3.2805 GBP
ORD SWAP Short 3,993 3.2705 GBP
ORD SWAP Short 5,207 3.2736 GBP
ORD SWAP Short 7,530 3.2510 GBP
ORD CFD Short 9,599 3.2662 GBP
ORD SWAP Short 11,022 3.2834 GBP
ORD SWAP Short 14,303 3.2655 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:  

3 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.

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

143221.01

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:  

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   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 Call Options Purchased 446,570 3.1446 European 4 Oct 2012
ORD Put Options Purchased 130,000 3.3000 American 3 Oct 2012
ORD Call Options Written -500,000 3.0500 American 3 Oct 2012
ORD Call Options Written -1,000,000 3.3000 American 3 Oct 2012
ORD Call Options Written -5,000 3.6000 American 3 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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