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 SALES AND PURCHASES

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		TESCO PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		TESCO PLC
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		16 February 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?		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	5p ordinary	Â	Â	Â	Â	Â	Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		41,723,975		0.51%		39,697,751		0.49%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				13,679,895		0.17%		18,871,828		0.23%
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:		55,403,870		0.68%		58,569,579		0.72%

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 ordinary		Purchase		11,977,835		2.0485 GBP		2 GBP
5p ordinary		Sale		7,728,164		2.0495 GBP		2 GBP
ADR		Sale		1,489,339		8.6188 USD		8.5900 USD
ADR		Purchase		993,339		8.6188 USD		8.5900 USD

(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
5p ordinary		SWAP		Long		9		2.0433 GBP
5p ordinary		CFD		Long		461		2.0390 GBP
5p ordinary		CFD		Long		1,215		2.0492 GBP
5p ordinary		CFD		Long		1,519		2.0405 GBP
5p ordinary		SWAP		Long		5,261		2.0453 GBP
5p ordinary		SWAP		Long		10,820		2.0430 GBP
5p ordinary		SWAP		Long		13,515		2.0447 GBP
5p ordinary		SWAP Expires 20/02/2019		Long		23,221		2.0429 GBP
5p ordinary		CFD		Long		24,635		2.0456 GBP
5p ordinary		CFD		Long		25,824		2.0440 GBP
5p ordinary		SWAP		Long		70,351		2.0450 GBP
5p ordinary		CFD		Long		87,174		2.0428 GBP
5p ordinary		CFD		Long		272,776		2.0458 GBP
5p ordinary		SWAP		Long		445,072		2.0460 GBP
5p ordinary		SWAP		Long		475,905		2.0340 GBP
5p ordinary		CFD		Short		26		2.0430 GBP
5p ordinary		SWAP		Short		100		2.0462 GBP
5p ordinary		SWAP		Short		200		2.0437 GBP
5p ordinary		CFD		Short		362		2.0444 GBP
5p ordinary		SWAP		Short		382		2.0467 GBP
5p ordinary		SWAP		Short		1,823		2.0465 GBP
5p ordinary		SWAP		Short		2,082		2.0392 GBP
5p ordinary		CFD		Short		2,465		2.0382 GBP
5p ordinary		SWAP		Short		11,778		2.0447 GBP
5p ordinary		SWAP		Short		16,214		2.0470 GBP
5p ordinary		SWAP		Short		25,262		2.0436 GBP
5p ordinary		CFD		Short		26,981		2.0409 GBP
5p ordinary		SWAP		Short		31,524		2.0452 GBP
5p ordinary		SWAP		Short		53,710		2.0466 GBP
5p ordinary		CFD		Short		78,070		2.0461 GBP
5p ordinary		CFD		Short		96,204		2.0450 GBP
5p ordinary		SWAP		Short		125,273		2.0453 GBP
5p ordinary		CFD		Short		143,006		2.0401 GBP
5p ordinary		SWAP		Short		324,920		2.0400 GBP
5p ordinary		CFD		Short		349,466		2.0439 GBP
5p ordinary		CFD		Short		391,583		2.0464 GBP
5p ordinary		SWAP		Short		391,583		2.0464 GBP
5p ordinary		SWAP		Short		427,749		2.0402 GBP
5p ordinary		SWAP		Short		431,071		2.0451 GBP
5p ordinary		SWAP		Short		485,078		2.0445 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:		26 Feb 2018
Contact name:		Jay Supaya
Telephone number:		020 7773 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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