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: 07 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?

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: 6,815,502 0.40% 4,201,561 0.24%
           
(2) Cash-settled derivatives:
729,990 0.04% 4,827,521 0.28%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 7,545,492 0.44% 9,029,082 0.53%

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 374,143 10.4940 GBP 10.4341 GBP
50p ordinary Sale 180,637 10.5036 GBP 10.4455 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 1,081 10.4650 GBP
50p ordinary SWAP Long 1,809 10.4500 GBP
50p ordinary SWAP Long 2,146 10.4455 GBP
50p ordinary CFD Long 5,214 10.4928 GBP
50p ordinary SWAP Long 7,246 10.4581 GBP
50p ordinary CFD Long 12,127 10.4516 GBP
50p ordinary SWAP Long 22,771 10.4808 GBP
50p ordinary CFD Long 39,480 10.4817 GBP
50p ordinary SWAP Long 40,154 10.4667 GBP
50p ordinary SWAP Short 967 10.4828 GBP
50p ordinary SWAP Short 2,780 10.4925 GBP
50p ordinary SWAP Short 12,046 10.4900 GBP
50p ordinary SWAP Short 17,011 10.4850 GBP
50p ordinary CFD Short 31,865 10.4940 GBP
50p ordinary SWAP Short 75,638 10.4769 GBP
50p ordinary CFD Short 196,688 10.4894 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: 8 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: 640890
Time of Receipt (offset from UTC): 20180208T101753+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC