Form 8.5 (EPT/NON-RI) - DIXONS RETAIL PLC

LONDON--(BUSINESS WIRE)--

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:	3 June 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:	10,814,240	0.30%	10,608,721	0.29%
(2)	Derivatives (other than
	options):	5,838,180	0.16%	2,856,306	0.08%
(3)	Options and agreements to
	purchase/sell:	0	0.00%	0	0.00%
(4)	TOTAL:
		16,652,420	0.45%	13,465,027	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	5,238	0.4843 GBP
ORD	Purchase	8,979	0.4845 GBP
ORD	Purchase	50,611	0.4838 GBP
ORD	Purchase	51,108	0.4844 GBP
ORD	Purchase	62,698	0.4841 GBP
ORD	Purchase	313,766	0.4850 GBP
ORD	Sale	1,146	0.4837 GBP
ORD	Sale	26,746	0.4838 GBP
ORD	Sale	48,898	0.4840 GBP
ORD	Sale	63,189	0.4841 GBP
ORD	Sale	113,966	0.4839 GBP
ORD	Sale	307,608	0.4850 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	5,962	0.4836 GBP
ORD	SWAP	Long	85,961	0.4840 GBP
ORD	CFD	Long	94,066	0.4838 GBP
ORD	SWAP	Long	100,513	0.4838 GBP
ORD	SWAP	Short	1,300	0.4851 GBP
ORD	SWAP	Short	7,679	0.4844 GBP
ORD	CFD	Short	34,632	0.4841 GBP
ORD	SWAP	Short	73,225	0.4843 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:	4 Jun 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 [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Category Code: FEO

Sequence Number: 419979

Time of Receipt (offset from UTC): 20140604T103506+0100