Form 8.5 (EPT/NON-RI) - J SAINSBURY PLC

Form 8.5 (EPT/NON-RI) - J SAINSBURY 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)   Name of exempt principal trader:   BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose J SAINSBURY PLC
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt Connected to STEINHOFF INTERNATIONAL HOLDINGS NV
  principal trader is connected  
(d) Date position held/dealing undertaken: 18 March 2016
(e) In addition to the company in 1(b) above, is the exempt principal YES:
  trader making disclosures in respect of any other party to the offer? HOME RETAIL 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:       ORD            
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 5,237,783 0.27% 8,615,733 0.45%
           
(2) Cash-settled derivatives:
5,799,797 0.30% 274,832 0.01%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
 
TOTAL: 11,037,580 0.57% 8,890,565 0.46%
 
Class of relevant security:   Convertible Bond XS1268412993      
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 1,300,000 0.07% 0 0.00%
           
(2) Cash-settled derivatives:
0 0.00% 0 0.00%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
 
TOTAL: 1,300,000 0.07% 0 0.00%
 
Class of relevant security:   Convertible Bond XS1139087933      
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 4,700,000 0.24% 0 0.00%
           
(2) Cash-settled derivatives:
0 0.00% 0 0.00%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
 
TOTAL: 4,700,000 0.24% 0 0.00%

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:  
Details, including nature of the rights concerned and relevant percentages:  

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   Purchase/sale   Total number of   Highest price per unit   Lowest price per unit
security   securities paid/received paid/received
ORD Purchase 6,972,002 2.8240 GBP 2.725 GBP
ORD Sale 4,376,999 2.8240 GBP 2.725 GBP
ADR Purchase 8,339 16.0456 USD 15.7342 USD
ADR Sale 8,339 16.0456 USD 15.7342 USD

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD SWAP Long 2,800 2.8112 GBP
ORD SWAP Long 3,719 2.8071 GBP
ORD SWAP Long 4,752 2.8036 GBP
ORD SWAP Long 11,916 2.8193 GBP
ORD SWAP Long 12,884 2.7929 GBP
ORD SWAP Long 16,819 2.8165 GBP
ORD CFD Long 25,756 2.7778 GBP
ORD CFD Long 35,656 2.7317 GBP
ORD SWAP Long 48,272 2.8034 GBP
ORD SWAP Long 54,661 2.7599 GBP
ORD CFD Long 29,607 2.7932 GBP
ORD SWAP Long 95,239 2.7449 GBP
ORD CFD Short 7,600 2.7336 GBP
ORD SWAP Short 14,755 2.7630 GBP
ORD SWAP Short 14,798 2.7955 GBP
ORD CFD Short 18,276 2.7711 GBP
ORD SWAP Short 23,050 2.7927 GBP
ORD SWAP Short 38,926 2.7958 GBP
ORD CFD Short 72,232 2.7946 GBP
ORD SWAP Short 118,460 2.7540 GBP
ORD CFD Short 120,998 2.7939 GBP
ORD CFD Short 62,189 2.7333 GBP
ORD CFD Short 303,364 2.7732 GBP
ORD CFD Short 450,172 2.7935 GBP
ORD SWAP Short 450,172 2.7935 GBP
ORD CFD Short 812,261 2.7325 GBP
ORD CFD Short 1,507,226 2.7328 GBP

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

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   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?   NO
Date of disclosure: 21 Mar 2016
Contact name: Pinar Coktas
Telephone number: 020 7116 1165

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 disclosure requirements on +44 (0)20 7638 0129.

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

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