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 relevant securities this form relates:

Use a separate form for each offeror/offeree

SKY PLC

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

SKY PLC

(d) Date position held/dealing undertaken:

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

23 May 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”

NO:

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: 7,923,320 0.46% 3,632,296 0.21%
           
(2) Cash-settled derivatives:
487,237 0.03% 5,648,816 0.33%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 8,410,557 0.49% 9,281,112 0.54%

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 436,022 13.6450 GBP 13.41 GBP
50p ordinary Sale 509,679 13.6802 GBP 13.5662 GBP

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
50p ordinary CFD Long 1,592 13.5729 GBP
50p ordinary SWAP Long 2,003 13.6250 GBP
50p ordinary SWAP Long 3,534 13.6082 GBP
50p ordinary CFD Long 4,478 13.5918 GBP
50p ordinary CFD Long 12,278 13.5759 GBP
50p ordinary SWAP Long 24,078 13.5952 GBP
50p ordinary SWAP Long 26,931 13.5964 GBP
50p ordinary CFD Long 28,351 13.5980 GBP
50p ordinary SWAP Long 106,185 13.6240 GBP
50p ordinary SWAP Long 160,261 13.6680 GBP
50p ordinary CFD Short 10 13.5760 GBP
50p ordinary SWAP Short 108 13.5975 GBP
50p ordinary SWAP Short 320 13.6400 GBP
50p ordinary CFD Short 1,592 13.4117 GBP
50p ordinary SWAP Short 2,814 13.6115 GBP
50p ordinary SWAP Short 4,810 13.6395 GBP
50p ordinary CFD Short 15,000 13.5818 GBP
50p ordinary CFD Short 26,525 13.6260 GBP
50p ordinary SWAP Short 52,697 13.6250 GBP
50p ordinary SWAP Short 124,164 13.5627 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: 24 May 2018
Contact name: Jay Supaya
Telephone number: 020 7773 0635

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: 648128
Time of Receipt (offset from UTC): 20180524T102929+0100

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC