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 February 2018
(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: 7,117,927 0.41% 4,551,734 0.26%
           
(2) Cash-settled derivatives:
827,884 0.05% 4,972,572 0.29%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 7,945,811 0.46% 9,524,306 0.55%

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 411,220 10.9695 GBP 10.82 GBP
50p ordinary Sale 747,326 10.9655 GBP 10.82 GBP
ADR Purchase 116,832 60.2973 USD 60.2973 USD
ADR Sale 116,832 60.2973 USD 60.2973 USD

(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 893 10.8578 GBP
50p ordinary SWAP Long 1,361 10.8644 GBP
50p ordinary SWAP Long 4,657 10.8276 GBP
50p ordinary CFD Long 8,036 10.9644 GBP
50p ordinary CFD Long 15,740 10.8440 GBP
50p ordinary SWAP Long 18,298 10.8250 GBP
50p ordinary CFD Long 19,117 10.9335 GBP
50p ordinary SWAP Long 29,913 10.8857 GBP
50p ordinary SWAP Long 49,487 10.9116 GBP
50p ordinary SWAP Long 123,861 10.9318 GBP
50p ordinary CFD Short 100 10.9510 GBP
50p ordinary CFD Short 1,021 10.9287 GBP
50p ordinary SWAP Short 1,371 10.9029 GBP
50p ordinary CFD Short 3,201 10.9695 GBP
50p ordinary CFD Short 3,336 10.8281 GBP
50p ordinary CFD Short 10,000 10.8374 GBP
50p ordinary CFD Short 43,819 10.9126 GBP
50p ordinary CFD Short 44,550 10.9689 GBP
50p ordinary SWAP Short 47,439 10.8387 GBP
50p ordinary SWAP Short 82,761 10.9273 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: 15 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: 641394
Time of Receipt (offset from UTC): 20180215T102024+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC