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

Form 8.5 (EPT/NON-RI) - TESCO 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)	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:		23 May 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	ORD
	Â			Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		44,813,881		0.55%		47,855,201		0.58%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				34,947,315		0.43%		21,651,441		0.26%
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:		79,761,196		0.97%		69,506,642		0.85%

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		3,488,877		1.8472 GBP		1.823 GBP
5p ORD		Sale		4,711,994		1.8472 GBP		1.823 GBP
ADR		Purchase		19,363		7.2300 USD		7.1490 USD
ADR		Sale		18,597		7.2152 USD		7.1490 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 ORD		SWAP		Long		2,912		1.8303 GBP
5p ORD		CFD		Long		3,553		1.8448 GBP
5p ORD		SWAP		Long		7,822		1.8515 GBP
5p ORD		SWAP		Long		24,630		1.8330 GBP
5p ORD		CFD		Long		35,210		1.8396 GBP
5p ORD		SWAP		Long		61,967		1.8306 GBP
5p ORD		SWAP		Long		249,452		1.8350 GBP
5p ORD		CFD		Long		367,190		1.8312 GBP
5p ORD		SWAP		Long		524,981		1.8292 GBP
5p ORD		CFD		Long		1,706,896		1.8260 GBP
5p ORD		SWAP		Short		35		1.8276 GBP
5p ORD		CFD		Short		215		1.8318 GBP
5p ORD		SWAP		Short		329		1.8256 GBP
5p ORD		CFD		Short		336		1.8358 GBP
5p ORD		SWAP		Short		690		1.8433 GBP
5p ORD		SWAP		Short		841		1.8371 GBP
5p ORD		CFD		Short		889		1.8266 GBP
5p ORD		SWAP		Short		1,717		1.8429 GBP
5p ORD		SWAP		Short		1,925		1.8313 GBP
5p ORD		SWAP		Short		3,000		1.8449 GBP
5p ORD		CFD		Short		3,972		1.8261 GBP
5p ORD		SWAP		Short		4,750		1.8405 GBP
5p ORD		SWAP		Short		7,767		1.8372 GBP
5p ORD		SWAP		Short		12,932		1.8360 GBP
5p ORD		SWAP		Short		21,951		1.8282 GBP
5p ORD		SWAP		Short		22,691		1.8353 GBP
5p ORD		CFD		Short		25,989		1.8306 GBP
5p ORD		CFD		Short		58,295		1.8378 GBP
5p ORD		SWAP		Short		406,620		1.8260 GBP
5p ORD		SWAP		Short		428,664		1.8327 GBP
5p ORD		SWAP		Short		595,819		1.8267 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:		24 May 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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170524005557/en/