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:		10 January 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	Â	Â	5p ordinary	Â	Â	Â	Â	Â	Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		39,617,035		0.48%		46,900,387		0.57%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				19,335,983		0.24%		16,573,981		0.20%
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:		58,953,018		0.72%		63,474,368		0.77%

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		3,513,891		2.1600 GBP		2.115 GBP
5p ordinary		Sale		3,498,179		2.1600 GBP		2.115 GBP
ADR		Purchase		14,010		8.5704 USD		8.5322 USD
ADR		Sale		14,010		8.5704 USD		8.5322 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 ordinary		SWAP		Long		71		2.1327 GBP
5p ordinary		CFD		Long		900		2.1188 GBP
5p ordinary		SWAP		Long		1,207		2.1311 GBP
5p ordinary		SWAP		Long		1,340		2.1257 GBP
5p ordinary		CFD		Long		2,341		2.1226 GBP
5p ordinary		SWAP		Long		2,638		2.1217 GBP
5p ordinary		SWAP		Long		4,441		2.1267 GBP
5p ordinary		SWAP		Long		4,558		2.1203 GBP
5p ordinary		SWAP		Long		8,624		2.1293 GBP
5p ordinary		SWAP		Long		141,188		2.1150 GBP
5p ordinary		CFD		Long		229,248		2.1205 GBP
5p ordinary		CFD		Long		321,461		2.1270 GBP
5p ordinary		CFD		Long		453,873		2.1209 GBP
5p ordinary		SWAP		Long		519,538		2.1190 GBP
5p ordinary		SWAP		Long		545,608		2.1200 GBP
5p ordinary		CFD		Short		12,208		2.1362 GBP
5p ordinary		CFD		Short		14,673		2.1342 GBP
5p ordinary		CFD		Short		15,778		2.1297 GBP
5p ordinary		SWAP		Short		18,163		2.1190 GBP
5p ordinary		CFD		Short		34,400		2.1246 GBP
5p ordinary		CFD		Short		39,819		2.1215 GBP
5p ordinary		CFD		Short		46,046		2.1229 GBP
5p ordinary		CFD		Short		47,497		2.1221 GBP
5p ordinary		SWAP Expires 12/07/2019		Short		49,700		2.1238 GBP
5p ordinary		CFD		Short		70,839		2.1213 GBP
5p ordinary		CFD		Short		209,663		2.1191 GBP
5p ordinary		SWAP		Short		228,153		2.1282 GBP
5p ordinary		CFD		Short		293,417		2.1296 GBP
5p ordinary		SWAP		Short		316,250		2.1172 GBP
5p ordinary		SWAP		Short		316,250		2.1283 GBP
5p ordinary		CFD		Short		407,486		2.1250 GBP
5p ordinary		SWAP		Short		1,008,453		2.1402 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:		11 Jan 2018
Contact name:		Femi Badmos
Telephone number:		020 3555 1125

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/20180111005437/en/