Form 8.5 (EPT/NON-RI) - Dixons Retail plc

LONDON--()--

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 DIXONS RETAIL 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: 25 February 2014
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect CARPHONE WAREHOUSE GROUP 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: 7,730,229 0.21% 5,986,125 0.16%
           
(2) Derivatives (other than
options): 2,928,875 0.08% 7,645,691 0.21%
           
(3) Options and agreements to
purchase/sell: 2,520,000 0.07% 0 0.00%
           
(4) TOTAL:
13,179,104 0.36% 13,631,816 0.37%

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 3,213 0.5100 GBP
ORD Purchase 12,454 0.5074 GBP
ORD Purchase 22,673 0.5130 GBP
ORD Purchase 51,863 0.5063 GBP
ORD Purchase 111,142 0.5078 GBP
ORD Purchase 148,519 0.5098 GBP
ORD Purchase 204,306 0.5086 GBP
ORD Purchase 209,885 0.5130 GBP
ORD Purchase 439,406 0.5017 GBP
ORD Sale 842 0.5129 GBP
ORD Sale 6,426 0.5100 GBP
ORD Sale 65,688 0.5027 GBP
ORD Sale 91,965 0.5033 GBP
ORD Sale 110,555 0.5036 GBP
ORD Sale 161,231 0.5079 GBP
ORD Sale 169,837 0.5108 GBP
ORD Sale 210,152 0.5072 GBP
ORD Sale 216,915 0.5034 GBP
ORD Sale 220,625 0.5060 GBP
ORD Sale 427,328 0.5130 GBP
ORD Sale 863,151 0.5102 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 91,600 0.5135 GBP
ORD CFD Long 92,637 0.5108 GBP
ORD SWAP Long 161,231 0.5079 GBP
ORD SWAP Long 209,694 0.5090 GBP
ORD SWAP Long 216,915 0.5034 GBP
ORD CFD Long 223,472 0.5133 GBP
ORD SWAP Long 237,983 0.5130 GBP
ORD SWAP Long 498,245 0.5094 GBP
ORD SWAP Short 12,454 0.5074 GBP
ORD CFD Short 32,815 0.5106 GBP
ORD SWAP Short 106,221 0.5047 GBP
ORD SWAP Short 218,493 0.5094 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?   YES
Date of disclosure: 26 Feb 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.

143221.01

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   BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:  
Name of offeror/offeree in relation to whose DIXONS RETAIL PLC
relevant securities this from relates:  

2. OPTIONS AND DERIVATIVES

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
ORD Call Options Purchased 2,520,000 0.4909 European 31 Mar 2014

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.

Short Name: BARCLAYS PLC
Category Code: FEO
Sequence Number: 408944
Time of Receipt (offset from UTC): 20140226T105408+0000

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