Form 8.5 (EPT/NON-RI) - TESCO 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 TESCO PLC
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt TESCO PLC
  principal trader is connected  
(d) Date position held/dealing undertaken: 23 May 2017
(e) In addition to the company in 1(b) above, is the exempt principal YES:
  trader making disclosures in respect of any other party to the offer? BOOKER GROUP PLC

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: 44,813,881 0.55% 47,855,201 0.58%
           
(2) Cash-settled derivatives:
34,947,315 0.43% 21,651,441 0.26%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 79,761,196 0.97% 69,506,642 0.85%

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
5p ORD Purchase 3,488,877 1.8472 GBP 1.823 GBP
5p ORD Sale 4,711,994 1.8472 GBP 1.823 GBP
ADR Purchase 19,363 7.2300 USD 7.1490 USD
ADR Sale 18,597 7.2152 USD 7.1490 USD

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
5p ORD SWAP Long 2,912 1.8303 GBP
5p ORD CFD Long 3,553 1.8448 GBP
5p ORD SWAP Long 7,822 1.8515 GBP
5p ORD SWAP Long 24,630 1.8330 GBP
5p ORD CFD Long 35,210 1.8396 GBP
5p ORD SWAP Long 61,967 1.8306 GBP
5p ORD SWAP Long 249,452 1.8350 GBP
5p ORD CFD Long 367,190 1.8312 GBP
5p ORD SWAP Long 524,981 1.8292 GBP
5p ORD CFD Long 1,706,896 1.8260 GBP
5p ORD SWAP Short 35 1.8276 GBP
5p ORD CFD Short 215 1.8318 GBP
5p ORD SWAP Short 329 1.8256 GBP
5p ORD CFD Short 336 1.8358 GBP
5p ORD SWAP Short 690 1.8433 GBP
5p ORD SWAP Short 841 1.8371 GBP
5p ORD CFD Short 889 1.8266 GBP
5p ORD SWAP Short 1,717 1.8429 GBP
5p ORD SWAP Short 1,925 1.8313 GBP
5p ORD SWAP Short 3,000 1.8449 GBP
5p ORD CFD Short 3,972 1.8261 GBP
5p ORD SWAP Short 4,750 1.8405 GBP
5p ORD SWAP Short 7,767 1.8372 GBP
5p ORD SWAP Short 12,932 1.8360 GBP
5p ORD SWAP Short 21,951 1.8282 GBP
5p ORD SWAP Short 22,691 1.8353 GBP
5p ORD CFD Short 25,989 1.8306 GBP
5p ORD CFD Short 58,295 1.8378 GBP
5p ORD SWAP Short 406,620 1.8260 GBP
5p ORD SWAP Short 428,664 1.8327 GBP
5p ORD SWAP Short 595,819 1.8267 GBP

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

(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) 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: 24 May 2017
Contact name: Jay Supaya
Telephone number: 0207 773 0635

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: 583934
Time of Receipt (offset from UTC): 20170524T112501+0100

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC