Form 8.5 - 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 relevant securities this form relates:

Use a separate form for each offeror/offeree

 

TESCO PLC

(c) Name of the party to the offer with which exempt principal trader is connected:  

TESCO PLC

(d) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

 

6 DEC 2017

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

 

YES 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:       5p ordinary       0    
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 45,912,930 0.56% 47,886,008 0.58%
           
(2) Cash-settled derivatives:
20,737,112 0.25% 23,012,747 0.28%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 1,000,000 0.01% 1,000,000 0.01%
           
(4)
TOTAL: 67,650,042 0.83% 71,898,755 0.88%

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 ordinary Purchase 7,406,716 2.0605 GBP 2.004 GBP
5p ordinary Sale 4,522,631 2.0570 GBP 2.004 GBP
ADR Purchase 3,120 8.1800 USD 8.1700 USD
ADR Sale 3,120 8.1800 USD 8.1700 USD
 
(b) Cash-settled derivative transactions      
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security     securities  
5p ordinary CFD Long 125 2.0356 GBP
5p ordinary CFD Long 3,008 2.0338 GBP
5p ordinary CFD Long 12,746 2.0491 GBP
5p ordinary CFD Long 18,315 2.0518 GBP
5p ordinary CFD Long 19,959 2.0416 GBP
5p ordinary SWAP Long 21,541 2.0431 GBP
5p ordinary CFD Long 25,872 2.0204 GBP
5p ordinary CFD Long 33,081 2.0445 GBP
5p ordinary SWAP Long 158,378 2.0517 GBP
5p ordinary SWAP Long 353,137 2.0258 GBP
5p ordinary CFD Long 609,093 2.0377 GBP
5p ordinary SWAP Long 920,299 2.0324 GBP
5p ordinary SWAP Short 289 2.0417 GBP
5p ordinary SWAP Short 448 2.0522 GBP
5p ordinary SWAP Short 610 2.0351 GBP
5p ordinary SWAP Short 734 2.0445 GBP
5p ordinary SWAP Short 1,028 2.0256 GBP
5p ordinary SWAP Short 1,223 2.0490 GBP
5p ordinary SWAP Short 1,933 2.0472 GBP
5p ordinary SWAP Short 2,116 2.0510 GBP
5p ordinary SWAP Short 2,770 2.0450 GBP
5p ordinary CFD Short 5,636 2.0099 GBP
5p ordinary SWAP Short 5,690 2.0469 GBP
5p ordinary SWAP Short 6,769 2.0309 GBP
5p ordinary CFD Short 7,125 2.0230 GBP
5p ordinary SWAP Short 7,808 2.0512 GBP
5p ordinary SWAP Short 12,608 2.0464 GBP
5p ordinary CFD Short 14,760 2.0094 GBP
5p ordinary SWAP Short 15,662 2.0381 GBP
5p ordinary SWAP Short 20,002 2.0492 GBP
5p ordinary SWAP Expires 08/12/2018 Short 31,547 2.0488 GBP
5p ordinary SWAP Short 36,346 2.0480 GBP
5p ordinary SWAP Short 37,714 2.0210 GBP
5p ordinary SWAP Short 41,545 2.0166 GBP
5p ordinary CFD Short 45,956 2.0316 GBP
5p ordinary CFD Short 50,000 2.0596 GBP
5p ordinary CFD Short 50,000 2.0611 GBP
5p ordinary SWAP Short 63,352 2.0340 GBP
5p ordinary SWAP Short 71,049 2.0432 GBP
5p ordinary SWAP Short 93,419 2.0282 GBP
5p ordinary CFD Short 116,568 2.0385 GBP
5p ordinary SWAP Short 133,879 2.0431 GBP
5p ordinary CFD Short 152,615 2.0384 GBP
5p ordinary CFD Short 199,228 2.0411 GBP
5p ordinary CFD Short 353,613 2.0383 GBP
5p ordinary SWAP Short 353,613 2.0383 GBP
5p ordinary CFD Short 597,385 2.0493 GBP
5p ordinary CFD Short 750,000 2.0410 GBP
5p ordinary SWAP Short 1,053,676 2.0338 GBP
5p ordinary SWAP Short 1,307,624 2.0404 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?  

YES

Date of disclosure:  

7 DEC 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.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Full name of person making disclosure:  

BARCLAYS CAPITAL SECURITIES LTD

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

TESCO PLC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class   Product   Writing,   Number   Exercise   Type   =B154:G161
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
5p ordinary Call Options Purchased 1,000,000 185.0000 American 15 Dec 2017
5p ordinary Put Options Purchased -1,000,000 185.0000 American 15 Dec 2017

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

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: 637072
Time of Receipt (offset from UTC): 20171207T104913+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC