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 PURCHASES AND SALES

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:		15 November 2017
(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
				Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		48,545,652		0.59%		41,201,809		0.50%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				21,287,313		0.26%		26,784,351		0.33%
Â		Â		Â		Â		Â		Â
(3)		Stock-settled derivatives (including options)
		and agreements to purchase/sell:		1,000,000		0.01%		1,000,000		0.01%
Â		Â		Â		Â		Â		Â
(4)
		TOTAL:		70,832,965		0.86%		68,986,160		0.84%

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		15,310,725		1.8913 GBP		1.8365 GBP
5p ordinary		Sale		5,939,885		1.8900 GBP		1.8365 GBP
ADR		Purchase		4,024		7.2449 USD		7.2300 USD
ADR		Sale		4,024		7.2449 USD		7.2300 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		CFD		Long		1,846		1.8451 GBP
5p ordinary		CFD		Long		4,711		1.8454 GBP
5p ordinary		CFD		Long		11,400		1.8594 GBP
5p ordinary		CFD		Long		15,841		1.8412 GBP
5p ordinary		CFD		Long		53,288		1.8462 GBP
5p ordinary		SWAP		Long		68,555		1.8467 GBP
5p ordinary		CFD		Long		76,103		1.8455 GBP
5p ordinary		CFD		Long		87,801		1.8459 GBP
5p ordinary		CFD		Long		107,068		1.8624 GBP
5p ordinary		SWAP		Long		249,763		1.8610 GBP
5p ordinary		SWAP		Long		263,607		1.8726 GBP
5p ordinary		SWAP		Long		296,912		1.8614 GBP
5p ordinary		CFD		Long		379,539		1.8480 GBP
5p ordinary		SWAP		Long		431,507		1.8365 GBP
5p ordinary		CFD		Long		2,158,877		1.8505 GBP
5p ordinary		SWAP Expires 16/11/2018		Short		1,704		1.8243 GBP
5p ordinary		CFD		Short		6,072		1.8406 GBP
5p ordinary		CFD		Short		16,943		1.8684 GBP
5p ordinary		CFD		Short		19,955		1.8444 GBP
5p ordinary		CFD		Short		20,293		1.8664 GBP
5p ordinary		CFD		Short		21,031		1.8682 GBP
5p ordinary		CFD		Short		28,454		1.8434 GBP
5p ordinary		CFD		Short		39,890		1.8426 GBP
5p ordinary		CFD		Short		90,145		1.8364 GBP
5p ordinary		SWAP Expires 16/11/2018		Short		105,954		1.8358 GBP
5p ordinary		SWAP		Short		191,203		1.8382 GBP
5p ordinary		CFD		Short		198,551		1.8366 GBP
5p ordinary		SWAP Expires 16/11/2018		Short		284,394		1.8851 GBP
5p ordinary		SWAP Expires 17/11/2018		Short		354,249		1.8408 GBP
5p ordinary		SWAP		Short		571,632		1.8481 GBP
5p ordinary		CFD		Short		750,000		1.8843 GBP
5p ordinary		SWAP Expires 15/01/2018		Short		836,000		1.8913 GBP
5p ordinary		SWAP		Short		902,331		1.8393 GBP
5p ordinary		SWAP Expires 15/01/2018		Short		1,932,000		1.8687 GBP
5p ordinary		CFD		Short		3,493,367		1.8365 GBP
5p ordinary		SWAP Expires 16/11/2018		Short		3,493,367		1.8365 GBP
5p ordinary		SWAP		Short		3,493,367		1.8365 GBP
5p ordinary		SWAP Expires 15/01/2018		Short		3,920,000		1.8543 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	YES
Date of disclosure:		22 Nov 2017
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.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of the person whose positions/dealings	Â	BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:		Â
Name of offeror/offeree in relation to whose		TESCO PLC
relevant securities this from relates:		Â

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class

Â

Product

Â

Writing,

Â

Number

Â

Exercise

Â

Type

Â

Expiry

of

description

purchasing,

of

price

date

relevant

selling,

securities

per unit

security

varying etc

to which

option

Â

Â

Â

relates

Â

Â

Â

5p ordinary

Call Options

Purchased

1,000,000

185.0000

American

15 Dec 2017

5p ordinary

Put Options

Purchased

-1,000,000

185.0000

American

15 Dec 2017

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

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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