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 relevant securities this form relates:

Use a separate form for each offeror/offeree

 

DIXONS RETAIL PLC

(c) Name of the party to the offer with which exempt principal trader is connected:  

DIXONS RETAIL PLC

(d) Date position held/dealing undertaken:  

27 March 2014

(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?  

YES:

CARPHONE WAREHOUSE GROUP PLC

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: 9,504,478 0.26% 8,802,871 0.24%
           
(2) Derivatives (other than
options): 5,654,206 0.15% 2,710,243 0.07%
           
(3) Options and agreements to
purchase/sell: 2,520,000 0.07% 0 0.00%
           
(4) TOTAL:
17,678,684 0.48% 11,513,114 0.31%

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

(a)   Purchases and sales          
Class of relevant Purchase/sale Number of Price per unit
security   securities  
ORD Purchase 10,254 0.4964 GBP
ORD Purchase 52,107 0.4945 GBP
ORD Purchase 92,205 0.4921 GBP
ORD Purchase 135,844 0.4909 GBP
ORD Purchase 198,410 0.4967 GBP
ORD Purchase 218,060 0.4946 GBP
ORD Purchase 416,891 0.4907 GBP
ORD Purchase 653,677 0.4980 GBP
ORD Sale 10,378 0.4979 GBP
ORD Sale 15,000 0.4980 GBP
ORD Sale 42,492 0.4907 GBP
ORD Sale 76,025 0.4972 GBP
ORD Sale 92,115 0.4974 GBP
ORD Sale 152,075 0.4956 GBP
ORD Sale 242,463 0.4978 GBP
ORD Sale 370,836 0.4982 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 242 0.4987 GBP
ORD CFD Long 46,613 0.4984 GBP
ORD SWAP Long 273,360 0.4961 GBP
ORD SWAP Short 6,581 0.4929 GBP
ORD CFD Short 12,302 0.4896 GBP
ORD CFD Short 30,993 0.4894 GBP
ORD SWAP Short 190,071 0.4964 GBP
ORD SWAP Short 199,754 0.4924 GBP
ORD SWAP Short 282,179 0.4949 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:  

28 March 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.

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 person whose open positions are being disclosed:  

BARCLAYS CAPITAL SECURITIES LTD

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

DIXONS RETAIL PLC

2. OPTIONS AND DERIVATIVES

OPTIONS AND DERIVATIVES                    
Product Writing, Number Exercise Type Expiry
description purchasing, of price date
selling, securities per unit
varying etc to which
option
    relates      
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: 412491
Time of Receipt (offset from UTC): 20140328T102328+0000

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BARCLAYS PLC

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BARCLAYS PLC