FORM 8.5 (EPT/NON-RI) - NEX GROUP PLC

FORM 8.5 (EPT/NON-RI) - NEX 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		NEX GROUP PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		CME GROUP INC
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		06 April 2018
(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?		CME GROUP INC

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	Â	17.5P ordinary	Â	Â	Â	Â	Â	Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		4,344,781		1.14%		2,391,313		0.63%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				486,497		0.13%		3,846,561		1.01%
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
		TOTAL:		4,831,278		1.27%		6,237,874		1.64%

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	Purchase/sale	Â	Total number of	Â	Highest price per unit	Â	Lowest price per unit
security		Â		securities		paid/received		paid/received
17.5P ordinary		Purchase		295,143		9.9625 GBP		9.92 GBP
17.5P ordinary		Sale		222,306		9.9873 GBP		9.8949 GBP

(b) Cash-settled derivative transactions

Class of	Â	Product	Â	Nature of dealing	Â	Number of	Â	Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
17.5P ordinary		SWAP		Long		502		9.9300 GBP
17.5P ordinary		CFD		Long		575		9.9192 GBP
17.5P ordinary		SWAP		Long		2,104		9.9546 GBP
17.5P ordinary		CFD		Long		2,737		9.8929 GBP
17.5P ordinary		CFD		Long		7,484		9.9514 GBP
17.5P ordinary		SWAP		Long		8,943		9.9787 GBP
17.5P ordinary		CFD		Long		9,425		9.9869 GBP
17.5P ordinary		CFD		Long		10,689		9.9292 GBP
17.5P ordinary		SWAP		Long		13,890		9.9214 GBP
17.5P ordinary		SWAP		Long		14,841		9.9389 GBP
17.5P ordinary		CFD		Long		21,258		9.9424 GBP
17.5P ordinary		SWAP		Long		37,549		9.9610 GBP
17.5P ordinary		SWAP		Short		203		9.9389 GBP
17.5P ordinary		SWAP		Short		317		9.9200 GBP
17.5P ordinary		SWAP		Short		500		9.9261 GBP
17.5P ordinary		SWAP		Short		1,956		9.9065 GBP
17.5P ordinary		SWAP		Short		3,104		9.9439 GBP
17.5P ordinary		SWAP		Short		4,280		9.9728 GBP
17.5P ordinary		CFD		Short		4,739		9.9646 GBP
17.5P ordinary		CFD		Short		5,396		9.9306 GBP
17.5P ordinary		SWAP		Short		6,279		9.9640 GBP
17.5P ordinary		CFD		Short		8,290		9.9520 GBP
17.5P ordinary		SWAP		Short		17,600		9.9595 GBP
17.5P ordinary		CFD		Short		20,000		9.9530 GBP
17.5P ordinary		CFD		Short		28,742		9.9300 GBP
17.5P ordinary		CFD		Short		30,000		9.9307 GBP
17.5P ordinary		SWAP		Short		35,767		9.9473 GBP
17.5P ordinary		SWAP		Short		37,319		9.9433 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: Irrevocable commitments and letters of intent should not be included. 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:		9 Apr 2018
Contact name:		ELISE TANG
Telephone number:		0207 1163001

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

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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