Form 8.5 (EPT/NON-RI) Amendment - Carphone Ware...

Form 8.5 (EPT/NON-RI) Amendment - Carphone Warehouse Plc

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI) - AMENDMENT

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 CARPHONE WAREHOUSE GROUP PLC
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt DIXONS RETAIL PLC
  principal trader is connected  
(d) Date position held/dealing undertaken: 22 April 2014
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect DIXONS RETAIL PLC
  of any other party to this offer?  

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: 134,211 0.02% 897,830 0.16%
           
(2) Derivatives (other than
options): 768,848 0.13% 54,464 0.01%
           
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
           
(4) TOTAL:
903,059 0.15% 952,294 0.17%

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   Price per unit
security   securities  
ORD Purchase 105 3.0945 GBP
ORD Purchase 275 3.0730 GBP
ORD Purchase 626 3.0815 GBP
ORD Purchase 655 3.0620 GBP
ORD Purchase 874 3.0813 GBP
ORD Purchase 986 3.0640 GBP
ORD Purchase 1,001 3.0405 GBP
ORD Purchase 1,168 3.0850 GBP
ORD Purchase 2,080 3.0940 GBP
ORD Purchase 2,289 3.0845 GBP
ORD Purchase 3,571 3.0835 GBP
ORD Purchase 5,043 3.0723 GBP
ORD Purchase 5,746 3.0734 GBP
ORD Purchase 7,640 3.0720 GBP
ORD Purchase 10,183 3.0696 GBP
ORD Purchase 12,116 3.0735 GBP
ORD Purchase 20,598 3.0652 GBP
ORD Purchase 23,980 3.0473 GBP
ORD Purchase 30,448 3.0756 GBP
ORD Sale 275 3.0730 GBP
ORD Sale 655 3.0620 GBP
ORD Sale 1,001 3.0405 GBP
ORD Sale 1,168 3.0850 GBP
ORD Sale 2,068 3.0521 GBP
ORD Sale 2,080 3.0940 GBP
ORD Sale 2,289 3.0845 GBP
ORD Sale 2,389 3.0510 GBP
ORD Sale 3,208 3.0684 GBP
ORD Sale 3,571 3.0835 GBP
ORD Sale 3,609 3.0474 GBP
ORD Sale 3,665 3.0796 GBP
ORD Sale 3,730 3.0552 GBP
ORD Sale 7,640 3.0720 GBP
ORD Sale 8,315 3.0789 GBP
ORD Sale 9,887 3.0865 GBP
ORD Sale 11,769 3.0735 GBP
ORD Sale 12,490 3.0704 GBP
ORD Sale 14,252 3.0457 GBP
ORD Sale 28,994 3.0736 GBP

(b) Derivatives transactions (other than options)

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD CFD Long 368 3.0798 GBP
ORD SWAP Long 2,732 3.0731 GBP
ORD CFD Long 8,315 3.0789 GBP
ORD SWAP Long 16,263 3.0714 GBP
ORD CFD Short 626 3.0815 GBP
ORD SWAP Short 2,007 3.0562 GBP
ORD CFD Short 7,265 3.0498 GBP
ORD SWAP Short 8,250 3.0698 GBP
ORD CFD Short 5,153 3.0784 GBP
ORD SWAP Short 10,706 3.0726 GBP

(c) Options transactions in respect of existing securities

(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) Exercising

Class of relevant security   Product description

e.g. call option

  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)

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”

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?   NO
Date of disclosure:   24 Apr 2014
Contact name: Rajesh Muthanna
Telephone number: 020 3555 4634

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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.

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