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 +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.