FORM 8.5 (EPT/NON-RI) CARPHONE WAREHOUSE GROUP PLC

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:		4 March 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)

	Â		Â	Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		330,469		0.06%		201,335		0.03%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		82,965		0.01%		231,172		0.04%
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
(4)		TOTAL:
				413,434		0.07%		432,507		0.08%

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		182		3.5635 GBP
ORD		Purchase		249		3.5350 GBP
ORD		Purchase		342		3.5345 GBP
ORD		Purchase		373		3.5606 GBP
ORD		Purchase		483		3.5592 GBP
ORD		Purchase		1,212		3.5426 GBP
ORD		Purchase		1,359		3.5495 GBP
ORD		Purchase		2,067		3.5188 GBP
ORD		Purchase		2,776		3.5283 GBP
ORD		Purchase		2,776		3.5343 GBP
ORD		Purchase		7,791		3.4990 GBP
ORD		Purchase		10,104		3.5036 GBP
ORD		Purchase		25,249		3.4995 GBP
ORD		Sale		172		3.4920 GBP
ORD		Sale		852		3.4866 GBP
ORD		Sale		1,359		3.5495 GBP
ORD		Sale		2,237		3.5089 GBP
ORD		Sale		2,344		3.4954 GBP
ORD		Sale		3,542		3.5290 GBP
ORD		Sale		4,342		3.5156 GBP
ORD		Sale		7,748		3.5380 GBP
ORD		Sale		21,111		3.4966 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		CFD		Long		1,496		3.5246 GBP
ORD		CFD		Long		2,046		3.5317 GBP
ORD		SWAP		Long		2,409		3.5077 GBP
ORD		SWAP		Long		3,400		3.4900 GBP
ORD		SWAP		Short		2,627		3.5116 GBP
ORD		CFD		Short		2,586		3.4854 GBP
ORD		SWAP		Short		7,670		3.5166 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:		5 Mar 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.