Form 8.5 (EPT/NON-RI) - SKY 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 SKY PLC
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt SKY PLC
  principal trader is connected  
(d) Date position held/dealing undertaken: 08 February 2017
(e) In addition to the company in 1(b) above, is the exempt principal NO:
trader making disclosures in respect of any other party to the offer?

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:   ORD
  Interests       Short Positions    
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 10,580,127 0.62% 8,306,890 0.48%
           
(2) Cash-settled derivatives:
940,286 0.05% 8,298,847 0.48%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 11,520,413 0.67% 16,605,737 0.97%

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:  
Details, including nature of the rights concerned and relevant percentages:  

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   Purchase/sale   Total number of   Highest price per unit   Lowest price per unit
security   securities paid/received paid/received
50p ORD Purchase 653,242 10.0857 GBP 10.0043 GBP
50p ORD Sale 371,474 10.0800 GBP 10.0001 GBP

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
50p ORD SWAP Long 313 10.0098 GBP
50p ORD CFD Long 367 10.0120 GBP
50p ORD SWAP Long 3,495 10.0195 GBP
50p ORD SWAP Long 4,354 10.0414 GBP
50p ORD SWAP Long 4,433 10.0790 GBP
50p ORD CFD Long 22,874 10.0144 GBP
50p ORD CFD Long 25,000 10.0625 GBP
50p ORD SWAP Long 37,343 10.0700 GBP
50p ORD CFD Short 2 10.0500 GBP
50p ORD SWAP Short 256 10.0857 GBP
50p ORD CFD Short 1,306 10.0298 GBP
50p ORD SWAP Short 1,329 10.0671 GBP
50p ORD SWAP Short 1,806 10.0343 GBP
50p ORD SWAP Short 12,440 10.0100 GBP
50p ORD SWAP Short 14,114 10.0219 GBP
50p ORD SWAP Short 15,396 10.0299 GBP
50p ORD SWAP Short 20,732 10.0702 GBP
50p ORD SWAP Short 41,464 10.0689 GBP
50p ORD SWAP Short 57,948 10.0213 GBP
50p ORD SWAP Expires 10/03/2018 Short 62,394 10.0851 GBP
50p ORD SWAP Expires 10/03/2018 Short 103,550 10.0160 GBP

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   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)

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?   NO
Date of disclosure: 9 Feb 2017
Contact name: Hemika Mistry
Telephone number: 020 7116 3891

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 +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: 577189
Time of Receipt (offset from UTC): 20170209T124521+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC