Form 8.5 (EPT/NON-R) TOMKINS

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
    relevant securities this form relates:                        TOMKINS PLC
    Use a separate form for each offeror/offeree
(c) Name of the party to the offer with which exempt
    principal trader is connected:                                Advisor to the offeror
(d) Date position held/dealing undertaken:                        20 July 2010
(e) Has the EPT previously disclosed, or is it today
    disclosing, under the Code in respect of any other party
    to this offer?                                                NO

2.   POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(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:         ORD

                                                Interests                      Short positions
                                             Number           %              Number            %
(1) Relevant securities owned and/or
    controlled:                           2,056,889       0.23%           3,868,566        0.44%

(2) Derivatives (other than options):     2,353,299       0.27%           1,818,445        0.21%

(3) Options and agreements to
    purchase/sell:                        1,595,531       0.18%                   0        0.00%

  TOTAL:                                  6,005,719       0.68%           5,687,011        0.65%

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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
     executive options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

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.

3.   DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)  Purchases and sales

Class of relevant    Purchase/sale     Number of securities     Price per unit
security
ORD                  Purchase          100                      3.0030 GBP
ORD                  Purchase          281                      2.9940 GBP
ORD                  Purchase          1,000                    2.9910 GBP
ORD                  Purchase          1,505                    2.9871 GBP
ORD                  Purchase          3,009                    2.9703 GBP
ORD                  Purchase          3,256                    2.9577 GBP
ORD                  Purchase          3,387                    2.9868 GBP
ORD                  Purchase          17,588                   2.9619 GBP
ORD                  Purchase          101,164                  2.9864 GBP
ORD                  Sale              3,009                    2.9703 GBP
ORD                  Sale              3,256                    2.9577 GBP
ORD                  Sale              7,422                    2.9842 GBP
ORD                  Sale              17,588                   2.9619 GBP
ORD                  Sale              18,958                   2.9723 GBP
ORD                  Sale              21,792                   2.9909 GBP
ORD                  Sale              25,553                   2.9779 GBP
ORD                  Sale              60,000                   2.9950 GBP
ORD                  Sale              61,828                   2.9764 GBP
ORD                  Sale              83,630                   2.9786 GBP
ORD                  Sale              91,721                   2.9747 GBP
ORD                  Sale              119,761                  2.9907 GBP
ORD                  Sale              223,408                  2.9749 GBP
ORD                  Sale              275,778                  2.9750 GBP
ORD                  Sale              1,770,148                2.9774 GBP


(b)  Derivatives transactions (other than options)

Class of     Product        Nature of dealing      Number of      Price
relevant     description    e.g. opening/          reference      per unit
security     e.g. CFD       closing a long/        securities
                            short position,
                            increasing/reducing
                            a long/short position
ORD          CFD            Long                   7,422          2.9842 GBP
ORD          CFD            Long                   18,958         2.9723 GBP
ORD          CFD            Long                   28,828         2.9880 GBP
ORD          CFD            Long                   91,721         2.9737 GBP
ORD          CFD            Long                   153,144        2.9735 GBP
ORD          CFD            Long                   499,186        2.9739 GBP
ORD          CFD            Short                  800            2.9763 GBP
ORD          CFD            Short                  100,000        2.9864 GBP


(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

 Class of     Product    Writing,      Number   Exercise       Type     Expiry     Option
 relevant description purchasing,          of      Price       e.g.       date      Money
 security        e.g.    selling,  securities             per unit                  paid/
                 call     varying    to which             American,              received
               option       etc.       option              European              per unit
                                      relates                  etc.



(ii) Exercising

      Class of    Product       Number of        Exercise
      relevant    description   securities       price
      security    e.g. call                      per unit
                  option


(d)  Other dealings (including subscribing for new securities)

       Class of    Nature of         Details      Price per
       Relevant    dealing e.g.                   unit
       security    subscription,                  (if applicable)
                   conversion



The currency of all prices and other monetary amounts should be stated.

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.

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:
If there are no such agreements, arrangements or understandings, state "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"


(c)  Attachments

Is a Supplemental Form 8 (Open Positions) attached?    YES


Date of disclosure:      21 Jul 2010
Contact name:            Geoff Smith
Telephone number:        020 7116 2913


SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE 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
are being disclosed:                                       Barclays PLC.
Name of offeror/offeree in relation to whose
relevant securities this from relates:                     TOMKINS PLC

2. OPTIONS AND DERIVATIVES

Class of   Product       Writing,      Number of    Exercise   Type       Expiry
relevant   description   purchasing,   securities   price                 date
security                 selling,      to which     per unit
                         varying etc   option
                                       relates
ORD        Call Options  Purchased     1,535,531    2.6650     European   4 Aug 2010
ORD        Call Options  Purchased     60,000       2.7716     European   1 Sep 2010


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
contracts for differences ("CFDs") or spread bets.
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
dealing disclosure requirements on [phone].
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.