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

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: 9 June 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: 104,254 0.02% 598,126 0.10%
           
(2) Derivatives (other than
options): 450,611 0.08% 36,843 0.01%
           
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
           
(4) TOTAL:
554,865 0.10% 634,969 0.11%

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 124 3.2050 GBP
ORD Purchase 336 3.2031 GBP
ORD Purchase 2,345 3.2141 GBP
ORD Purchase 2,756 3.2167 GBP
ORD Purchase 3,951 3.2205 GBP
ORD Purchase 6,407 3.2127 GBP
ORD Purchase 7,318 3.2106 GBP
ORD Purchase 20,024 3.2100 GBP
ORD Purchase 29,407 3.2115 GBP
ORD Sale 129 3.2320 GBP
ORD Sale 743 3.2276 GBP
ORD Sale 3,178 3.2188 GBP
ORD Sale 4,787 3.2252 GBP
ORD Sale 16,144 3.2150 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 129 3.2317 GBP
ORD SWAP Long 743 3.2141 GBP
ORD SWAP Long 2,435 3.2203 GBP
ORD SWAP Long 9,391 3.2124 GBP
ORD SWAP Long 12,283 3.2217 GBP
ORD CFD Short 1,367 3.2084 GBP
ORD SWAP Short 2,756 3.2167 GBP
ORD CFD Short 4,467 3.2104 GBP
ORD SWAP Short 18,601 3.2123 GBP
ORD SWAP Short 44,842 3.2118 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: 10 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 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.

Short Name: BARCLAYS PLC
Category Code: FEO
Sequence Number: 420440
Time of Receipt (offset from UTC): 20140610T095156+0100

Contacts

BARCLAYS PLC

Sharing

Contacts

BARCLAYS PLC