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: 14 July 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:       50p ordinary            
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 7,333,621 0.43% 3,810,069 0.22%
           
(2) Cash-settled derivatives:
184,478 0.01% 6,020,003 0.35%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
 
TOTAL: 7,518,099 0.44% 9,830,072 0.57%

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 ordinary Purchase 1,149,158 9.7733 GBP 9.66 GBP
50p ordinary Sale 1,011,269 9.7450 GBP 9.66 GBP

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
50p ordinary SWAP Long 414 9.6987 GBP
50p ordinary SWAP Long 500 9.7110 GBP
50p ordinary CFD Long 1,364 9.6993 GBP
50p ordinary CFD Long 2,400 9.6791 GBP
50p ordinary CFD Long 2,575 9.7391 GBP
50p ordinary SWAP Long 4,001 9.6941 GBP
50p ordinary CFD Long 5,181 9.7291 GBP
50p ordinary SWAP Long 7,933 9.7092 GBP
50p ordinary CFD Long 8,800 9.6822 GBP
50p ordinary CFD Long 8,875 9.6595 GBP
50p ordinary CFD Long 8,875 9.7017 GBP
50p ordinary SWAP Long 9,060 9.6830 GBP
50p ordinary SWAP Long 9,576 9.7200 GBP
50p ordinary CFD Long 16,800 9.6575 GBP
50p ordinary CFD Long 17,500 9.6992 GBP
50p ordinary CFD Long 25,750 9.6998 GBP
50p ordinary SWAP Long 34,638 9.7000 GBP
50p ordinary SWAP Long 177,204 9.6954 GBP
50p ordinary SWAP Long 322,680 9.7028 GBP
50p ordinary CFD Short 184 9.6855 GBP
50p ordinary CFD Short 292 9.7206 GBP
50p ordinary CFD Short 536 9.6605 GBP
50p ordinary CFD Short 2,041 9.7005 GBP
50p ordinary SWAP Short 3,900 9.6927 GBP
50p ordinary SWAP Short 6,983 9.6751 GBP
50p ordinary CFD Short 9,395 9.6770 GBP
50p ordinary SWAP Short 10,188 9.6741 GBP
50p ordinary SWAP Short 20,377 9.6973 GBP
50p ordinary SWAP Short 23,021 9.6926 GBP
50p ordinary CFD Short 23,663 9.7187 GBP
50p ordinary CFD Short 33,700 9.7159 GBP
50p ordinary SWAP Short 42,392 9.6776 GBP
50p ordinary SWAP Short 125,343 9.6800 GBP
50p ordinary SWAP Expires 18/08/2018 Short 200,000 9.7022 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: 17 Jul 2017
Contact name: Jay Supaya
Telephone number: 020 7773 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: 588181
Time of Receipt (offset from UTC): 20170717T100638+0100

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC