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:		22 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	5p ordinary
	Â			Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		40,104,508		0.49%		37,900,928		0.46%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				13,388,437		0.16%		19,636,256		0.24%
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:		53,492,945		0.65%		57,537,184		0.70%

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		1,335,706		2.0705 GBP		2.055 GBP
5p ordinary		Sale		4,200,412		2.0779 GBP		2.0526 GBP
ADR		Purchase		12,733		8.6094 GBP		8.6083 GBP
ADR		Sale		12,733		8.6094 GBP		8.6083 GBP

(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		486		2.0618 GBP
5p ordinary		CFD		Long		522		2.0779 GBP
5p ordinary		CFD		Long		2,032		2.0741 GBP
5p ordinary		CFD		Long		12,070		2.0591 GBP
5p ordinary		CFD		Long		20,356		2.0680 GBP
5p ordinary		CFD		Long		25,984		2.0628 GBP
5p ordinary		SWAP		Long		36,108		2.0588 GBP
5p ordinary		SWAP Expires 26/02/2019		Long		39,141		2.0573 GBP
5p ordinary		CFD		Long		40,971		2.0722 GBP
5p ordinary		CFD		Long		43,792		2.0667 GBP
5p ordinary		SWAP		Long		44,100		2.0627 GBP
5p ordinary		CFD		Long		80,000		2.0699 GBP
5p ordinary		SWAP		Long		126,908		2.0526 GBP
5p ordinary		CFD		Long		201,104		2.0718 GBP
5p ordinary		CFD		Long		258,094		2.0586 GBP
5p ordinary		SWAP		Long		265,687		2.0653 GBP
5p ordinary		CFD		Long		297,781		2.0683 GBP
5p ordinary		SWAP		Long		878,590		2.0622 GBP
5p ordinary		SWAP		Long		1,368,215		2.0632 GBP
5p ordinary		SWAP		Short		542		2.0633 GBP
5p ordinary		SWAP		Short		2,783		2.0650 GBP
5p ordinary		SWAP		Short		6,960		2.0632 GBP
5p ordinary		SWAP		Short		9,561		2.0599 GBP
5p ordinary		CFD		Short		23,145		2.0592 GBP
5p ordinary		SWAP		Short		29,042		2.0641 GBP
5p ordinary		CFD		Short		31,299		2.0569 GBP
5p ordinary		SWAP		Short		36,237		2.0539 GBP
5p ordinary		CFD		Short		45,796		2.0550 GBP
5p ordinary		CFD		Short		78,772		2.0598 GBP
5p ordinary		SWAP		Short		101,528		2.0629 GBP
5p ordinary		CFD		Short		117,224		2.0628 GBP
5p ordinary		CFD		Short		122,913		2.0631 GBP
5p ordinary		SWAP		Short		167,830		2.0635 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:		23 Feb 2018
Contact name:		Elise Tang
Telephone number:		0207 1163 001

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/20180223005232/en/