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: 02 February 2018
(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:       5p ordinary            
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 27,770,983 0.34% 43,182,211 0.53%
           
(2) Cash-settled derivatives:
17,864,853 0.22% 7,948,874 0.10%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
 
TOTAL: 45,635,836 0.56% 51,131,085 0.62%

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 1,759,327 2.0453 GBP 2.016 GBP
5p ordinary Sale 4,791,345 2.0586 GBP 2.0205 GBP
ADR Purchase 50,453 8.5207 GBP 8.5207 GBP
ADR Sale 50,453 8.5207 GBP 8.5207 GBP

(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 500 2.0548 GBP
5p ordinary CFD Long 9,983 2.0339 GBP
5p ordinary CFD Long 10,988 2.0327 GBP
5p ordinary SWAP Long 19,036 2.0278 GBP
5p ordinary CFD Long 20,201 2.0586 GBP
5p ordinary CFD Long 36,395 2.0285 GBP
5p ordinary CFD Long 48,862 2.0373 GBP
5p ordinary CFD Long 49,304 2.0325 GBP
5p ordinary CFD Long 57,000 2.0168 GBP
5p ordinary SWAP Expires 06/02/2019 Long 113,546 2.0260 GBP
5p ordinary CFD Long 124,949 2.0540 GBP
5p ordinary CFD Long 153,526 2.0228 GBP
5p ordinary CFD Long 293,400 2.0353 GBP
5p ordinary SWAP Long 412,956 2.0282 GBP
5p ordinary CFD Long 924,579 2.0215 GBP
5p ordinary CFD Long 1,033,661 2.0259 GBP
5p ordinary SWAP Long 1,218,419 2.0220 GBP
5p ordinary CFD Short 220 2.0346 GBP
5p ordinary CFD Short 250 2.0180 GBP
5p ordinary CFD Short 1,704 2.0411 GBP
5p ordinary CFD Short 2,484 2.0424 GBP
5p ordinary SWAP Short 3,100 2.0480 GBP
5p ordinary CFD Short 5,430 2.0362 GBP
5p ordinary CFD Short 5,823 2.0205 GBP
5p ordinary SWAP Short 6,932 2.0240 GBP
5p ordinary SWAP Short 14,600 2.0409 GBP
5p ordinary CFD Short 24,319 2.0281 GBP
5p ordinary CFD Short 45,917 2.0453 GBP
5p ordinary SWAP Short 49,769 2.0356 GBP
5p ordinary SWAP Short 66,000 2.0222 GBP
5p ordinary SWAP Short 71,577 2.0396 GBP
5p ordinary SWAP Short 72,083 2.0219 GBP
5p ordinary CFD Short 74,444 2.0288 GBP
5p ordinary SWAP Short 105,061 2.0338 GBP
5p ordinary SWAP Short 124,793 2.0220 GBP
5p ordinary CFD Short 225,736 2.0213 GBP
5p ordinary CFD Short 270,186 2.0319 GBP
5p ordinary SWAP Short 279,300 2.0276 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: 5 Feb 2018
Contact name: Elise Tang
Telephone number: 0207 1163 001

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: 640675
Time of Receipt (offset from UTC): 20180205T101815+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC