Form 8.5 (EPT/NON-RI)- TESCO PLC- Amendment

Form 8.5 (EPT/NON-RI)- TESCO PLC- Amendment

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI) AMENDMENT TO 3(a)

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:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Â	TESCO PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Â	TESCO PLC
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	Â	13 April 2017
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	Â	YES BOOKER 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	Â	ORD	Â	Â	Â	Â	Â	Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		44,669,024		0.55%		50,417,316		0.62%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				31,991,316		0.39%		23,317,074		0.29%
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
(4)
		TOTAL:		76,660,340		0.94%		73,734,390		0.90%

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
5p ORD		Purchase		6,704,161		1.8512 GBP		1.8122 GBP
5p ORD		Sale		7,241,591		1.8512 GBP		1.8122 GBP
ADR		Purchase		90,000		6.8859 USD		6.8859 USD
ADR		Sale		90,000		6.8859 USD		6.8859 USD
									Â
(b)		Cash-settled derivative transactions		Â		Â		Â
Class of		Product		Nature of dealing		Number of		Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
5p ORD		CFD		Long		6,684		1.8458 GBP
5p ORD		CFD		Long		19,849		1.8148 GBP
5p ORD		SWAP		Long		34,865		1.8239 GBP
5p ORD		CFD		Long		51,900		1.8269 GBP
5p ORD		SWAP		Long		60,847		1.8301 GBP
5p ORD		CFD		Long		80,758		1.8158 GBP
5p ORD		SWAP		Long		109,940		1.8276 GBP
5p ORD		SWAP		Long		187,075		1.8155 GBP
5p ORD		CFD		Long		218,223		1.8203 GBP
5p ORD		CFD		Long		287,951		1.8283 GBP
5p ORD		SWAP		Long		469,184		1.8299 GBP
5p ORD		SWAP		Long		511,908		1.8284 GBP
5p ORD		SWAP		Long		733,520		1.8333 GBP
5p ORD		CFD		Short		125		1.8492 GBP
5p ORD		CFD		Short		1,136		1.8466 GBP
5p ORD		CFD		Short		1,621		1.8223 GBP
5p ORD		SWAP		Short		12,646		1.8222 GBP
5p ORD		SWAP		Short		14,329		1.8163 GBP
5p ORD		CFD		Short		15,000		1.8151 GBP
5p ORD		CFD		Short		22,000		1.8176 GBP
5p ORD		CFD		Short		30,075		1.8467 GBP
5p ORD		SWAP		Short		57,453		1.8267 GBP
5p ORD		SWAP		Short		63,930		1.8488 GBP
5p ORD		CFD		Short		66,961		1.8441 GBP
5p ORD		SWAP		Short		82,446		1.8219 GBP
5p ORD		CFD		Short		110,000		1.8166 GBP
5p ORD		CFD		Short		209,997		1.8257 GBP
5p ORD		CFD		Short		270,000		1.8239 GBP
5p ORD		CFD		Short		292,634		1.8236 GBP
5p ORD		SWAP		Short		366,638		1.8284 GBP
5p ORD		SWAP		Short		1,688,395		1.8150 GBP
5p ORD		CFD		Short		1,862,106		1.8225 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:	18 April 2017
Contact name:	Jay Supaya
Telephone number:	0207 773 0635

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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