Form 8.5 (EPT/NON-RI) - MELROSE INDUSTRIES 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

 

MELROSE INDUSTRIES PLC

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

GKN PLC

(d) Date position held/dealing undertaken:

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

 

16 March 2018

(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 GKN 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:       48/7p Oridinary            
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 16,725,026 0.86% 39,404,294 2.03%
           
(2) Cash-settled derivatives:
37,950,254 1.95% 7,334,082 0.38%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 54,675,280 2.82% 46,738,376 2.41%

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
48/7p Oridinary Purchase 3,253,091 2.2424 GBP 2.2009 GBP
48/7p Oridinary Sale 5,288,698 2.2420 GBP 2.1979 GBP
 
(b) Cash-settled derivative transactions      
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security     securities  
48/7p Oridinary CFD Long 318 2.1979 GBP
48/7p Oridinary CFD Long 830 2.2406 GBP
48/7p Oridinary SWAP Long 900 2.2274 GBP
48/7p Oridinary CFD Long 1,041 2.2227 GBP
48/7p Oridinary SWAP Long 1,503 2.2392 GBP
48/7p Oridinary CFD Long 1,524 2.2158 GBP
48/7p Oridinary CFD Long 3,509 2.2287 GBP
48/7p Oridinary SWAP Long 3,509 2.2287 GBP
48/7p Oridinary CFD Long 34,440 2.1976 GBP
48/7p Oridinary CFD Long 48,034 2.2193 GBP
48/7p Oridinary SWAP Long 50,000 2.2420 GBP
48/7p Oridinary SWAP Long 55,217 2.2127 GBP
48/7p Oridinary CFD Long 88,223 2.2418 GBP
48/7p Oridinary CFD Long 103,571 2.2359 GBP
48/7p Oridinary CFD Long 129,611 2.2341 GBP
48/7p Oridinary CFD Long 168,636 2.2268 GBP
48/7p Oridinary CFD Long 175,000 2.2178 GBP
48/7p Oridinary CFD Long 267,104 2.2228 GBP
48/7p Oridinary CFD Long 1,125,706 2.2343 GBP
48/7p Oridinary SWAP Long 2,400,958 2.2409 GBP
48/7p Oridinary SWAP Short 18 2.2252 GBP
48/7p Oridinary SWAP Short 41 2.2135 GBP
48/7p Oridinary CFD Short 1,197 2.2234 GBP
48/7p Oridinary CFD Short 1,456 2.2401 GBP
48/7p Oridinary SWAP Short 1,783 2.2081 GBP
48/7p Oridinary SWAP Short 2,338 2.2009 GBP
48/7p Oridinary SWAP Short 3,991 2.2286 GBP
48/7p Oridinary SWAP Short 5,024 2.2084 GBP
48/7p Oridinary SWAP Short 6,740 2.2106 GBP
48/7p Oridinary SWAP Short 8,639 2.2002 GBP
48/7p Oridinary SWAP Short 9,351 2.2122 GBP
48/7p Oridinary SWAP Short 10,375 2.2082 GBP
48/7p Oridinary SWAP Short 12,251 2.2120 GBP
48/7p Oridinary CFD Short 13,678 2.2129 GBP
48/7p Oridinary SWAP Short 19,413 2.2285 GBP
48/7p Oridinary SWAP Short 21,033 2.2123 GBP
48/7p Oridinary CFD Short 42,642 2.2149 GBP
48/7p Oridinary SWAP Short 67,021 2.2042 GBP
48/7p Oridinary CFD Short 102,374 2.2420 GBP
48/7p Oridinary CFD Short 187,777 2.2089 GBP
48/7p Oridinary CFD Short 267,902 2.2262 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:  

19 March 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: 643303
Time of Receipt (offset from UTC): 20180319T111845+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC