Form 8.5 (EPT/NON-RI) - CARPHONE WAREHOUSE GROUP PLC
BARCLAYS PLC
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RIâ€) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the “Codeâ€)
1. KEY INFORMATION
(a) | Â | Name of exempt principal trader: | Â | BARCLAYS CAPITAL SECURITIES LTD | |
(b) | Name of offeror/offeree in relation to whose |
CARPHONE WAREHOUSE GROUP PLC |
|||
 | relevant securities this form relates: |  | |||
(c) | Name of the party to the offer with which exempt | DIXONS RETAIL PLC | |||
 | principal trader is connected |  | |||
(d) | Date position held/dealing undertaken: | 1 April 2014 | |||
(e) | Has the EPT previously disclosed, or is it | YES: | |||
today disclosing, under the Code in respect | DIXONS RETAIL PLC | ||||
 | 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: | Â | Â | Â | ORD | |||||||
Interests | Â | Short Positions | |||||||||
 |  | Number |  | (%) | Number |  | (%) | ||||
(1) | Relevant securities owned | ||||||||||
and/or controlled: | 252,095 | 0.04% | 332,029 | 0.06% | |||||||
 |  |  |  |  |  | ||||||
(2) | Derivatives (other than | ||||||||||
options): | 153,172 | 0.03% | 175,210 | 0.03% | |||||||
 |  |  |  |  |  | ||||||
(3) | Options and agreements to | ||||||||||
purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
 |  |  |  |  |  | ||||||
TOTAL: | |||||||||||
405,267 | 0.07% | 507,239 | 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 | 17 | 3.4000 GBP | ||||
ORD | Purchase | 190 | 3.3200 GBP | ||||
ORD | Purchase | 708 | 3.3050 GBP | ||||
ORD | Purchase | 1,956 | 3.3286 GBP | ||||
ORD | Purchase | 37,715 | 3.3225 GBP | ||||
ORD | Sale | 133 | 3.2920 GBP | ||||
ORD | Sale | 839 | 3.3534 GBP | ||||
ORD | Sale | 3,481 | 3.3251 GBP | ||||
ORD | Sale | 10,023 | 3.3132 GBP | ||||
ORD | Sale | 18,878 | 3.3181 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 | 147 | 3.3559 GBP | |||||
ORD | CFD | Long | 210 | 3.3352 GBP | |||||
ORD | CFD | Long | 839 | 3.3534 GBP | |||||
ORD | CFD | Long | 646 | 3.2908 GBP | |||||
ORD | SWAP | Long | 1,990 | 3.2954 GBP | |||||
ORD | SWAP | Long | 2,523 | 3.3219 GBP | |||||
ORD | SWAP | Long | 7,178 | 3.3474 GBP | |||||
ORD | SWAP | Long | 7,500 | 3.3103 GBP | |||||
ORD | SWAP | Long | 19,856 | 3.3222 GBP | |||||
ORD | CFD | Short | 285 | 3.3161 GBP | |||||
ORD | SWAP | Short | 1,773 | 3.3286 GBP | |||||
ORD | CFD | Short | 3,410 | 3.3071 GBP | |||||
ORD | SWAP | Short | 5,285 | 3.3292 GBP | |||||
ORD | SWAP | Short | 7,752 | 3.3220 GBP | |||||
ORD | CFD | Short | 5,132 | 3.3133 GBP | |||||
ORD | SWAP | Short | 26,569 | 3.3252 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. |
 | Expiry date |  | Option money paid/ received per unit |
(ii) Exercising
Class of relevant security | Â |
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 | Â |
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? | Â | NO | |
Date of disclosure: | 2 Apr 2014 | ||
Contact name: | Rajesh Muthanna | ||
Telephone number: | 020 3555 4634 |
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.