Form 8.5 (EPT/NON-RI) - CARPHONE WAREHOUSE GROU...

Form 8.5 (EPT/NON-RI) - CARPHONE WAREHOUSE GROUP 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

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: 15 May 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: 74,569 0.01% 937,916 0.16%
           
(2) Derivatives (other than
options): 784,393 0.14% 5,914 0.00%
           
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
           
TOTAL:
858,962 0.15% 943,830 0.16%

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 298 3.1350 GBP
ORD Purchase 1,128 3.1940 GBP
ORD Purchase 1,988 3.1883 GBP
ORD Purchase 4,084 3.1703 GBP
ORD Purchase 4,319 3.1863 GBP
ORD Purchase 12,566 3.2023 GBP
ORD Purchase 20,502 3.3400 GBP
ORD Purchase 73,051 3.1464 GBP
ORD Purchase 79,095 3.0308 GBP
ORD Sale 298 3.1350 GBP
ORD Sale 466 3.0190 GBP
ORD Sale 740 3.3815 GBP
ORD Sale 1,885 3.2426 GBP
ORD Sale 5,102 3.3490 GBP
ORD Sale 5,537 3.0130 GBP
ORD Sale 10,997 3.1103 GBP
ORD Sale 20,502 3.3400 GBP
ORD Sale 23,125 3.0474 GBP
ORD Sale 25,781 3.0766 GBP
ORD Sale 41,711 3.0419 GBP
ORD Sale 72,079 3.1334 GBP

(b) Derivatives transactions (other than options)

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD SWAP Long 740 3.3815 GBP
ORD SWAP Long 1,190 3.3442 GBP
ORD CFD Long 1,605 3.2174 GBP
ORD CFD Long 2,240 3.0126 GBP
ORD CFD Long 4,572 3.1336 GBP
ORD CFD Long 5,235 3.0361 GBP
ORD CFD Short 2,240 3.1863 GBP
ORD CFD Short 5,447 3.1883 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: 16 May 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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