Form 8.5 (EPT/NON-RI) - MELROSE INDUSTRIES PLC

Form 8.5 (EPT/NON-RI) - MELROSE INDUSTRIES 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:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Â	MELROSE INDUSTRIES PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Â	GKN PLC
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	Â	7 March 2018
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	Â	YES GKN 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	48/7p Oridinary	Â	Â	Â	Â	Â	Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		15,710,468		0.81%		38,804,166		2.00%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				35,113,030		1.81%		3,954,512		0.20%
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:		50,823,498		2.62%		42,758,678		2.20%

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
48/7p Oridinary		Purchase		3,393,415		2.1640 GBP		2.115 GBP
48/7p Oridinary		Sale		4,999,284		2.1572 GBP		2.1144 GBP
									Â
(b)		Cash-settled derivative transactions		Â		Â		Â
Class of		Product		Nature of dealing		Number of		Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
48/7p Oridinary		SWAP		Long		300		2.1498 GBP
48/7p Oridinary		CFD		Long		995		2.1268 GBP
48/7p Oridinary		CFD		Long		999		2.1248 GBP
48/7p Oridinary		CFD		Long		1,000		2.1238 GBP
48/7p Oridinary		CFD		Long		2,544		2.1572 GBP
48/7p Oridinary		CFD		Long		2,724		2.1164 GBP
48/7p Oridinary		CFD		Long		5,484		2.1507 GBP
48/7p Oridinary		SWAP		Long		6,244		2.1490 GBP
48/7p Oridinary		CFD		Long		7,264		2.1468 GBP
48/7p Oridinary		SWAP		Long		7,830		2.1298 GBP
48/7p Oridinary		CFD		Long		10,277		2.1399 GBP
48/7p Oridinary		CFD		Long		13,470		2.1438 GBP
48/7p Oridinary		CFD		Long		13,770		2.1485 GBP
48/7p Oridinary		SWAP		Long		13,770		2.1485 GBP
48/7p Oridinary		CFD		Long		18,453		2.1309 GBP
48/7p Oridinary		CFD		Long		29,680		2.1330 GBP
48/7p Oridinary		CFD		Long		34,440		2.1186 GBP
48/7p Oridinary		CFD		Long		50,640		2.1491 GBP
48/7p Oridinary		SWAP		Long		60,078		2.1233 GBP
48/7p Oridinary		CFD		Long		68,000		2.1307 GBP
48/7p Oridinary		CFD		Long		213,408		2.1488 GBP
48/7p Oridinary		SWAP		Long		235,258		2.1497 GBP
48/7p Oridinary		CFD		Long		660,882		2.1356 GBP
48/7p Oridinary		CFD		Long		1,451,639		2.1275 GBP
48/7p Oridinary		CFD		Long		1,615,837		2.1410 GBP
48/7p Oridinary		SWAP		Short		1		2.1284 GBP
48/7p Oridinary		SWAP		Short		2		2.1639 GBP
48/7p Oridinary		SWAP		Short		4		2.1350 GBP
48/7p Oridinary		SWAP		Short		5		2.1270 GBP
48/7p Oridinary		SWAP		Short		9		2.1316 GBP
48/7p Oridinary		SWAP		Short		32		2.1329 GBP
48/7p Oridinary		SWAP		Short		102		2.1311 GBP
48/7p Oridinary		CFD		Short		11,616		2.1642 GBP
48/7p Oridinary		SWAP		Short		11,944		2.1304 GBP
48/7p Oridinary		SWAP		Short		14,447		2.1509 GBP
48/7p Oridinary		SWAP		Short		50,216		2.1320 GBP
48/7p Oridinary		CFD		Short		53,184		2.1290 GBP
48/7p Oridinary		CFD		Short		156,169		2.1413 GBP
48/7p Oridinary		CFD		Short		2,632,384		2.1500 GBP
48/7p Oridinary		SWAP		Short		2,632,384		2.1500 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:	Â	8 March 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.

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