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: 24 February 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: 7,727,774 0.40% 9,934,972 0.52%
           
(2) Cash-settled derivatives:
9,544,613 0.50% 1,662,001 0.09%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 17,272,387 0.90% 11,596,973 0.60%
 
Class of relevant security: Convertible Bond XS1268412993
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 0 0.00% 1,500,000 0.60%
           
(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%
           
(4)
TOTAL: 0 0.00% 1,500,000 0.60%
 
Class of relevant security: Convertible Bond XS1139087933
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 2,700,000 0.60% 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%
           
(4)
TOTAL: 2,700,000 0.60% 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 248,700 2.4950 GBP 2.469 GBP
ORD Sale 74,834 2.5010 GBP 2.469 GBP

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD SWAP Long 400 2.4724 GBP
ORD SWAP Long 3,216 2.4961 GBP
ORD CFD Long 5,454 2.4936 GBP
ORD CFD Long 31,274 2.4758 GBP
ORD SWAP Short 400 2.4670 GBP
ORD SWAP Short 17,711 2.4843 GBP
ORD CFD Short 18,000 2.4762 GBP
ORD CFD Short 31,274 2.4716 GBP
ORD SWAP Short 70,951 2.4723 GBP
ORD CFD Short 87,877 2.4849 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:
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 of future acquisition or disposal of any relevant securities to which
any derivative is referenced:
NONE

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?   NO
Date of disclosure: 25 Feb 2016
Contact name: Andrew Hurley
Telephone number: 020 3555 3445

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.

Companies

Sainsbury (J) (SBRY)
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