Form 8.5 (EPT/NON-RI) - JUST RETIREMENT GROUP PLC

Form 8.5 (EPT/NON-RI) - JUST RETIREMENT 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	Â	Â	BARCLAYS CAPITAL SECURITIES LTD
(b)		Name of offeror/offeree in relation to whose				JUST RETIREMENT GROUP PLC
Â		relevant securities this form relates:	Â	Â		Â
(c)		Name of the party to the offer with which exempt				JUST RETIREMENT GROUP PLC
Â		principal trader is connected	Â	Â		Â
(d)		Date position held/dealing undertaken:		Â		14 October 2015
(e)		In addition to the company in 1(b) above, is the exempt principal				YES:
Â		trader making disclosures in respect of any other party to the offer?				PARTNERSHIP ASSURANCE GROUP PLC

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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.

(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	ORD
				Interests			Â	Short Positions
Â	Â	Â		Number	Â	(%)		Number	Â	(%)
(1)	Relevant securities owned
	and/or controlled:			134,120		0.03%		74,691		0.01%
Â	Â	Â		Â		Â		Â		Â
(2)	Cash-settled derivatives:
				35,982		0.01%		104,841		0.02%
Â	Â	Â		Â		Â		Â		Â
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:			0		0.00%		0		0.00%
Â	Â	Â		Â		Â		Â		Â
(4)
	TOTAL:			170,102		0.03%		179,532		0.04%

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), 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 employee options)

Class of relevant security in relation to which subscription right exists:	Â
Details, including nature of the rights concerned and relevant percentages:	Â

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

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.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant

Â

Â

Â

Purchase/sale

Â

Â

Â

Total number of

Â

Â

Â

Highest price per unit

Â

Lowest price per unit

security

Â

Â

Â

securities

Â

paid/received

paid/received

ORD

Â

Purchase

Â

1,551,385

Â

1.6475 GBP

1.631 GBP

ORD

Â

Sale

Â

1,529,103

Â

1.6540 GBP

1.6397 GBP

(b) Cash-settled derivative transactions

Class of	Â	Product	Â	Nature of dealing	Â	Number of	Price per
relevant		description				reference	unit
security	Â	Â	Â	Â	Â	securities	Â
ORD	Â	CFD	Â	Short	Â	66	1.6472 GBP
ORD	Â	SWAP	Â	Short	Â	787	1.6324 GBP

(c) Stock-settled derivative transactions (including options)

(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) Exercise

Class of relevant security

Â

Product description e.g. call option

Â

Exercising/ exercised against

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)

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:
NONE	Â

(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 of future acquisition or disposal of any relevant securities to which
any derivative is referenced:		Â
NONE	Â	Â

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?			Â	NO
Date of disclosure:	Â	Â	Â	15 Oct 2015
Contact name:	Â	Â	Â	Jay Supaya
Telephone number:		Â	Â	020 7773 0635

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 disclosure requirements on [phone].

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

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