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:		05 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	Â	Â	5p ordinary
				Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		27,578,745		0.34%		41,594,485		0.51%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				17,396,197		0.21%		8,909,442		0.11%
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
(4)
		TOTAL:		44,974,942		0.55%		50,503,927		0.62%

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		5,358,004		2.0180 GBP		1.9837 GBP
5p ordinary		Sale		3,962,516		2.0145 GBP		1.9873 GBP
ADR		Purchase		184,310		8.3822 GBP		8.2740 GBP
ADR		Sale		184,310		8.3822 GBP		8.2740 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		39		1.9884 GBP
5p ordinary		CFD		Long		3,481		2.0025 GBP
5p ordinary		CFD		Long		8,630		2.0055 GBP
5p ordinary		CFD		Long		12,567		2.0126 GBP
5p ordinary		CFD		Long		13,770		1.9916 GBP
5p ordinary		CFD		Long		18,342		2.0006 GBP
5p ordinary		CFD		Long		41,240		2.0145 GBP
5p ordinary		CFD		Long		67,206		2.0043 GBP
5p ordinary		SWAP		Long		68,639		1.9955 GBP
5p ordinary		CFD		Long		82,684		1.9873 GBP
5p ordinary		SWAP		Long		150,903		2.0061 GBP
5p ordinary		SWAP Expires 07/02/2019		Long		219,446		1.9919 GBP
5p ordinary		CFD		Long		257,864		1.9880 GBP
5p ordinary		CFD		Long		317,664		1.9890 GBP
5p ordinary		SWAP		Long		344,994		2.0040 GBP
5p ordinary		CFD		Long		836,329		1.9892 GBP
5p ordinary		SWAP		Short		1,542		1.9975 GBP
5p ordinary		CFD		Short		1,924		1.9888 GBP
5p ordinary		CFD		Short		3,912		2.0114 GBP
5p ordinary		SWAP		Short		4,764		2.0125 GBP
5p ordinary		CFD		Short		6,093		1.9837 GBP
5p ordinary		SWAP		Short		6,259		2.0018 GBP
5p ordinary		CFD		Short		14,208		2.0031 GBP
5p ordinary		SWAP		Short		17,951		1.9884 GBP
5p ordinary		SWAP		Short		18,729		2.0026 GBP
5p ordinary		CFD		Short		32,461		1.9960 GBP
5p ordinary		CFD		Short		34,905		2.0092 GBP
5p ordinary		CFD		Short		45,455		2.0070 GBP
5p ordinary		SWAP		Short		63,683		2.0082 GBP
5p ordinary		SWAP		Short		65,110		1.9899 GBP
5p ordinary		CFD		Short		80,000		1.9964 GBP
5p ordinary		CFD		Short		81,925		2.0001 GBP
5p ordinary		CFD		Short		161,995		1.9876 GBP
5p ordinary		SWAP		Short		228,906		1.9875 GBP
5p ordinary		CFD		Short		241,641		1.9919 GBP
5p ordinary		CFD		Short		276,909		1.9900 GBP
5p ordinary		CFD		Short		520,325		1.9931 GBP
5p ordinary		SWAP		Short		1,813,770		1.9969 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:		6 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/20180206005660/en/