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:		20 March 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	ORD	Â	Â	Â	Â	Â	Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		43,620,341		0.53%		37,359,414		0.46%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				20,323,132		0.25%		22,685,293		0.28%
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
											Â
		TOTAL:		63,943,473		0.78%		60,044,707		0.73%

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		3,672,377		1.8890 GBP		1.868 GBP
5p ORD		Sale		3,227,950		1.8900 GBP		1.87 GBP
ADR		Purchase		2,800		6.9700 USD		6.9366 USD
ADR		Sale		2,800		6.9700 USD		6.9366 USD

(b) Cash-settled derivative transactions

Product	Â	Nature of dealing	Â	Number of	Â	Price per
description				reference		unit
Â		Â		securities		Â
SWAP		Long		19		1.8797 GBP
CFD		Long		250		1.8833 GBP
CFD		Long		250		1.8873 GBP
SWAP		Long		2,364		1.8790 GBP
SWAP		Long		2,588		1.8840 GBP
SWAP		Long		3,189		1.8887 GBP
CFD		Long		3,338		1.8830 GBP
SWAP		Long		5,882		1.8825 GBP
SWAP		Long		6,926		1.8813 GBP
SWAP		Long		9,992		1.8883 GBP
CFD		Long		12,609		1.8752 GBP
SWAP		Long		18,754		1.8822 GBP
SWAP		Long		22,594		1.8827 GBP
SWAP		Long		26,020		1.8781 GBP
SWAP		Long		27,896		1.8811 GBP
CFD		Long		52,521		1.8829 GBP
SWAP		Long		55,142		1.8859 GBP
CFD		Long		80,821		1.8898 GBP
SWAP		Long		93,265		1.8843 GBP
SWAP		Long		153,441		1.8900 GBP
SWAP		Long		191,174		1.8803 GBP
SWAP		Short		127		1.8795 GBP
SWAP		Short		4,884		1.8793 GBP
SWAP		Short		5,666		1.8868 GBP
SWAP		Short		6,000		1.8747 GBP
SWAP		Short		8,714		1.8850 GBP
SWAP		Short		37,029		1.8758 GBP
CFD		Short		56,539		1.8815 GBP
SWAP		Short		62,903		1.8744 GBP
SWAP		Short		177,112		1.8798 GBP
CFD		Short		179,283		1.8820 GBP
CFD		Short		220,217		1.8841 GBP
CFD		Short		228,500		1.8810 GBP
SWAP		Short		232,401		1.8825 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:		21 Mar 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.

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

ORD

Call Options

Purchased

1,943,618

2.4248

European

7 Apr 2017

ORD

Call Options

Purchased

1,766,926

2.0452

European

6 Apr 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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