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) Name of exempt principal trader:  

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

 

TESCO PLC

(c) Name of the party to the offer with which exempt principal trader is connected:  

TESCO PLC

(d) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

 

31 January 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”

 

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:       ORD            
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 37,025,262 0.45% 18,171,265 0.22%
           
(2) Cash-settled derivatives:
10,845,781 0.13% 18,480,824 0.23%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 47,871,043 0.59% 36,652,089 0.45%

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:  
Details, including nature of the rights concerned and relevant percentages:  

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   Purchase/sale   Total number of   Highest price per unit   Lowest price per unit
security   securities paid/received paid/received
5p ORD Purchase 5,465,863 1.9810 GBP 1.9459 GBP
5p ORD Sale 2,972,634 1.9810 GBP 1.946 GBP
ADR Purchase 43,669 7.3738 USD 7.31 USD
ADR Sale 43,669 7.3738 USD 7.31 USD
 
(b) Cash-settled derivative transactions      
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security     securities  
5p ORD CFD Long 2,298 1.9553 GBP
5p ORD CFD Long 17,134 1.9585 GBP
5p ORD CFD Long 19,752 1.9576 GBP
5p ORD SWAP Long 22,573 1.9664 GBP
5p ORD SWAP Long 26,464 1.9564 GBP
5p ORD SWAP Long 32,880 1.9462 GBP
5p ORD CFD Long 35,228 1.9733 GBP
5p ORD SWAP Long 41,531 1.9651 GBP
5p ORD SWAP Long 51,677 1.9590 GBP
5p ORD CFD Long 75,866 1.9506 GBP
5p ORD SWAP Long 95,501 1.9593 GBP
5p ORD CFD Long 485,777 1.9556 GBP
5p ORD SWAP Long 739,085 1.9557 GBP
5p ORD SWAP Short 2,994 1.9753 GBP
5p ORD SWAP Short 3,770 1.9696 GBP
5p ORD SWAP Short 3,786 1.9591 GBP
5p ORD CFD Short 4,440 1.9461 GBP
5p ORD SWAP Short 4,445 1.9772 GBP
5p ORD SWAP Short 8,745 1.9557 GBP
5p ORD SWAP Short 9,736 1.9511 GBP
5p ORD CFD Short 11,942 1.9761 GBP
5p ORD SWAP Short 16,339 1.9503 GBP
5p ORD SWAP Short 16,634 1.9537 GBP
5p ORD SWAP Short 19,026 1.9568 GBP
5p ORD SWAP Short 19,698 1.9586 GBP
5p ORD SWAP Short 22,441 1.9650 GBP
5p ORD SWAP Short 26,462 1.9706 GBP
5p ORD SWAP Short 29,695 1.9571 GBP
5p ORD CFD Short 30,000 1.9506 GBP
5p ORD SWAP Short 44,666 1.9543 GBP
5p ORD CFD Short 49,068 1.9580 GBP
5p ORD SWAP Short 49,442 1.9583 GBP
5p ORD CFD Short 54,936 1.9531 GBP
5p ORD SWAP Short 60,170 1.9609 GBP
5p ORD CFD Short 90,000 1.9534 GBP
5p ORD CFD Short 118,782 1.9581 GBP
5p ORD SWAP Short 119,148 1.9553 GBP
5p ORD SWAP Short 128,842 1.9554 GBP
5p ORD SWAP Short 139,455 1.9578 GBP
5p ORD SWAP Short 380,622 1.9462 GBP
5p ORD SWAP Short 402,863 1.9582 GBP
5p ORD CFD Short 509,812 1.9545 GBP
5p ORD CFD Short 516,109 1.9558 GBP
5p ORD SWAP Short 642,399 1.9550 GBP
5p ORD CFD Short 645,216 1.9589 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   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?  

YES

Date of disclosure:  

1 FEB 2017

Contact name:

Hemika Mistry

Telephone number:

020 7116 3891

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 +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

143221.01

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

Full name of person making disclosure:

BARCLAYS CAPITAL SECURITIES LTD

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

TESCO PLC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

2.   OPTIONS AND DERIVATIVES                    
Class Product Writing, Number Exercise Type Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
ORD Call Options Purchased 1,943,618 2.4248 European 7 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 +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

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Tesco (TSCO)
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