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:		02 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	Â	Â	ORD	Â	Â	Â	Â	Â	Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		36,602,028		0.45%		40,698,252		0.50%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				31,301,942		0.38%		18,723,289		0.23%
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:		67,903,970		0.83%		59,421,541		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		3,472,263		1.8506 GBP		1.8215 GBP
5p ORD		Sale		4,152,831		1.8485 GBP		1.8215 GBP
ADR		Purchase		1,900		7.2200 USD		7.2200 USD
ADR		Sale		1,900		7.2200 USD		7.2200 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		608		1.8356 GBP
5p ORD		SWAP		Long		970		1.8389 GBP
5p ORD		CFD		Long		5,700		1.8438 GBP
5p ORD		SWAP		Long		20,612		1.8378 GBP
5p ORD		SWAP		Long		24,209		1.8442 GBP
5p ORD		CFD		Long		25,743		1.8330 GBP
5p ORD		SWAP		Long		41,837		1.8437 GBP
5p ORD		SWAP		Long		44,152		1.8336 GBP
5p ORD		SWAP		Long		49,460		1.8326 GBP
5p ORD		SWAP		Long		53,658		1.8321 GBP
5p ORD		SWAP		Long		53,916		1.8370 GBP
5p ORD		SWAP		Long		57,533		1.8348 GBP
5p ORD		SWAP		Long		93,322		1.8339 GBP
5p ORD		SWAP		Long		111,365		1.8470 GBP
5p ORD		CFD		Long		141,022		1.8354 GBP
5p ORD		SWAP		Long		223,888		1.8300 GBP
5p ORD		CFD		Long		364,058		1.8399 GBP
5p ORD		SWAP		Long		639,680		1.8305 GBP
5p ORD		CFD		Short		910		1.8248 GBP
5p ORD		CFD		Short		1,672		1.8317 GBP
5p ORD		CFD		Short		6,176		1.8301 GBP
5p ORD		CFD		Short		10,125		1.8506 GBP
5p ORD		SWAP		Short		11,540		1.8372 GBP
5p ORD		CFD		Short		15,374		1.8465 GBP
5p ORD		SWAP		Short		26,066		1.8310 GBP
5p ORD		CFD		Short		28,221		1.8377 GBP
5p ORD		SWAP		Short		44,873		1.8393 GBP
5p ORD		CFD		Short		98,235		1.8300 GBP
5p ORD		SWAP		Short		145,559		1.8343 GBP
5p ORD		SWAP		Short		892,337		1.8346 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:		3 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.

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