Form 8.5 (EPT/NON-RI) - CARPHONE WAREHOUSE GROU...

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 (“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		CARPHONE WAREHOUSE GROUP PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		DIXONS RETAIL PLC
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		15 May 2014
(e)		Has the EPT previously disclosed, or is it		YES:
		today disclosing, under the Code in respect		DIXONS RETAIL PLC
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
				Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		74,569		0.01%		937,916		0.16%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		784,393		0.14%		5,914		0.00%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		0		0.00%		0		0.00%
Â		Â		Â		Â		Â		Â
		TOTAL:
				858,962		0.15%		943,830		0.16%

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		298		3.1350 GBP
ORD		Purchase		1,128		3.1940 GBP
ORD		Purchase		1,988		3.1883 GBP
ORD		Purchase		4,084		3.1703 GBP
ORD		Purchase		4,319		3.1863 GBP
ORD		Purchase		12,566		3.2023 GBP
ORD		Purchase		20,502		3.3400 GBP
ORD		Purchase		73,051		3.1464 GBP
ORD		Purchase		79,095		3.0308 GBP
ORD		Sale		298		3.1350 GBP
ORD		Sale		466		3.0190 GBP
ORD		Sale		740		3.3815 GBP
ORD		Sale		1,885		3.2426 GBP
ORD		Sale		5,102		3.3490 GBP
ORD		Sale		5,537		3.0130 GBP
ORD		Sale		10,997		3.1103 GBP
ORD		Sale		20,502		3.3400 GBP
ORD		Sale		23,125		3.0474 GBP
ORD		Sale		25,781		3.0766 GBP
ORD		Sale		41,711		3.0419 GBP
ORD		Sale		72,079		3.1334 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		740		3.3815 GBP
ORD		SWAP		Long		1,190		3.3442 GBP
ORD		CFD		Long		1,605		3.2174 GBP
ORD		CFD		Long		2,240		3.0126 GBP
ORD		CFD		Long		4,572		3.1336 GBP
ORD		CFD		Long		5,235		3.0361 GBP
ORD		CFD		Short		2,240		3.1863 GBP
ORD		CFD		Short		5,447		3.1883 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	NO
Date of disclosure:		16 May 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 [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.