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: 22 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: 40,104,508 0.49% 37,900,928 0.46%
           
(2) Cash-settled derivatives:
13,388,437 0.16% 19,636,256 0.24%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
 
TOTAL: 53,492,945 0.65% 57,537,184 0.70%

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 1,335,706 2.0705 GBP 2.055 GBP
5p ordinary Sale 4,200,412 2.0779 GBP 2.0526 GBP
ADR Purchase 12,733 8.6094 GBP 8.6083 GBP
ADR Sale 12,733 8.6094 GBP 8.6083 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 486 2.0618 GBP
5p ordinary CFD Long 522 2.0779 GBP
5p ordinary CFD Long 2,032 2.0741 GBP
5p ordinary CFD Long 12,070 2.0591 GBP
5p ordinary CFD Long 20,356 2.0680 GBP
5p ordinary CFD Long 25,984 2.0628 GBP
5p ordinary SWAP Long 36,108 2.0588 GBP
5p ordinary SWAP Expires 26/02/2019 Long 39,141 2.0573 GBP
5p ordinary CFD Long 40,971 2.0722 GBP
5p ordinary CFD Long 43,792 2.0667 GBP
5p ordinary SWAP Long 44,100 2.0627 GBP
5p ordinary CFD Long 80,000 2.0699 GBP
5p ordinary SWAP Long 126,908 2.0526 GBP
5p ordinary CFD Long 201,104 2.0718 GBP
5p ordinary CFD Long 258,094 2.0586 GBP
5p ordinary SWAP Long 265,687 2.0653 GBP
5p ordinary CFD Long 297,781 2.0683 GBP
5p ordinary SWAP Long 878,590 2.0622 GBP
5p ordinary SWAP Long 1,368,215 2.0632 GBP
5p ordinary SWAP Short 542 2.0633 GBP
5p ordinary SWAP Short 2,783 2.0650 GBP
5p ordinary SWAP Short 6,960 2.0632 GBP
5p ordinary SWAP Short 9,561 2.0599 GBP
5p ordinary CFD Short 23,145 2.0592 GBP
5p ordinary SWAP Short 29,042 2.0641 GBP
5p ordinary CFD Short 31,299 2.0569 GBP
5p ordinary SWAP Short 36,237 2.0539 GBP
5p ordinary CFD Short 45,796 2.0550 GBP
5p ordinary CFD Short 78,772 2.0598 GBP
5p ordinary SWAP Short 101,528 2.0629 GBP
5p ordinary CFD Short 117,224 2.0628 GBP
5p ordinary CFD Short 122,913 2.0631 GBP
5p ordinary SWAP Short 167,830 2.0635 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: 23 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: 641922
Time of Receipt (offset from UTC): 20180223T110818+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC