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 TESCO PLC
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt TESCO PLC
  principal trader is connected  
(d) Date position held/dealing undertaken: 27 November 2017
(e) In addition to the company in 1(b) above, is the exempt principal YES:
  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:     5p ordinary            
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 46,506,575 0.57% 47,581,919 0.58%
           
(2) Cash-settled derivatives:
27,744,648 0.34% 26,649,044 0.33%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 1,000,000 0.01% 1,000,000 0.01%
           
(4)
TOTAL: 75,251,223 0.92% 75,230,963 0.92%

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 ordinary Purchase 3,156,347 1.9315 GBP 1.907 GBP
5p ordinary Sale 4,040,272 1.9315 GBP 1.907 GBP
ADR Purchase 27,354 7.6899 USD 7.6565 USD
ADR Sale 37,354 7.6899 USD 7.6565 USD

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
5p ordinary SWAP Long 1 1.9190 GBP
5p ordinary CFD Long 562 1.9169 GBP
5p ordinary CFD Long 3,077 1.9143 GBP
5p ordinary CFD Long 4,627 1.9202 GBP
5p ordinary CFD Long 4,699 1.9181 GBP
5p ordinary CFD Long 6,092 1.9214 GBP
5p ordinary CFD Long 6,843 1.9254 GBP
5p ordinary CFD Long 6,961 1.9213 GBP
5p ordinary CFD Long 8,022 1.9242 GBP
5p ordinary SWAP Long 11,683 1.9277 GBP
5p ordinary CFD Long 15,670 1.9061 GBP
5p ordinary CFD Long 93,973 1.9217 GBP
5p ordinary CFD Long 95,729 1.9199 GBP
5p ordinary CFD Long 112,946 1.9283 GBP
5p ordinary SWAP Long 119,514 1.9173 GBP
5p ordinary CFD Long 169,175 1.9285 GBP
5p ordinary SWAP Long 316,755 1.9100 GBP
5p ordinary SWAP Long 334,608 1.9170 GBP
5p ordinary SWAP Long 633,511 1.9087 GBP
5p ordinary SWAP Long 777,366 1.9280 GBP
5p ordinary CFD Short 3,158 1.9130 GBP
5p ordinary CFD Short 3,862 1.9119 GBP
5p ordinary CFD Short 11,912 1.9199 GBP
5p ordinary SWAP Short 12,850 1.9288 GBP
5p ordinary CFD Short 13,786 1.9148 GBP
5p ordinary CFD Short 21,880 1.9185 GBP
5p ordinary SWAP Short 33,287 1.9137 GBP
5p ordinary CFD Short 55,593 1.9299 GBP
5p ordinary CFD Short 70,004 1.9191 GBP
5p ordinary SWAP Expires 29/11/2018 Short 90,652 1.9269 GBP
5p ordinary SWAP Short 234,559 1.9272 GBP
5p ordinary SWAP Expires 15/01/2018 Short 600,000 1.9453 GBP
5p ordinary CFD Short 775,351 1.9200 GBP
5p ordinary SWAP Short 1,052,454 1.9285 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: 28 Nov 2017
Contact name: Jay Supaya
Telephone number: 020 7773 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 +44 (0)20 7638 0129.

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   BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:  
Name of offeror/offeree in relation to whose TESCO PLC
relevant securities this from relates:  

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

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      
5p ordinary Call Options Purchased 1,000,000 185.0000 American 15 Dec 2017
5p ordinary Put Options Purchased -1,000,000 185.0000 American 15 Dec 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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