TIDMIPR
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 INTERNATIONAL POWER PLC
in relation to whose
relevant securities
this form relates:
Use a separate form for
each offeror/offeree
(c) Name of the party to Advisor to Offeree
the offer with which
exempt principal trader
is connected:
(d) Date position held/dealing 14 May 2012
undertaken:
(e) Has the EPT previously disclosed, NO
or is it today disclosing,
under the Code in respect of any
other party to this offer?
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
(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 ORD
relevant
security:
Interests Short
Positions
Number (%) Number (%)
(1) Relevant
securities
owned
and/or 36,786,708 0.72% 11,410,358 0.22%
controlled:
(2) Derivatives
(other
than
options): 9,514,022 0.19% 19,518,233 0.38%
(3) Options and
agreements
to
purchase/sell: 3,281,532 0.06% 2,574,000 0.05%
(4) TOTAL:
49,582,262 0.97% 33,502,591 0.66%
Class of Convertible XS0173110262
relevant Bond
security:
Interests Short
Positions
Number (%) Number (%)
(1) Relevant
securities
owned
and/or 70,000 0.03% 0 0.00%
controlled:
(2) Derivatives
(other
than
options): 0 0.00% 0 0.00%
(3) Options and
agreements
to
purchase/sell: 0 0.00% 0 0.00%
(4) TOTAL:
70,000 0.03% 0 0.00%
Class of Convertible XS0261440860
relevant Bond
security:
Interests Short
Positions
Number (%) Number (%)
(1) Relevant
securities
owned
and/or 1,050,000 0.46% 0 0.00%
controlled:
(2) Derivatives
(other
than
options): 0 0.00% 0 0.00%
(3) Options and
agreements
to
purchase/sell: 0 0.00% 0 0.00%
(4) TOTAL:
1,050,000 0.46% 0 0.00%
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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 executive options)
Class of relevant security in relation
to which subscription right exists:
Details, including nature of the rights
concerned and relevant percentages:
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.
3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
(a) Purchases and sales
Class of relevant Purchase/sale Number of Price per unit
security securities
ORD Purchase 569 4.1932 GBP
ORD Purchase 1,987 4.1966 GBP
ORD Purchase 2,580 4.1911 GBP
ORD Purchase 6,739 4.1936 GBP
ORD Purchase 9,163 4.1931 GBP
ORD Purchase 12,645 4.1930 GBP
ORD Purchase 19,854 4.1948 GBP
ORD Purchase 28,034 4.1938 GBP
ORD Purchase 31,965 4.2027 GBP
ORD Purchase 99,627 4.1921 GBP
ORD Purchase 192,211 4.1940 GBP
ORD Purchase 546,081 4.1943 GBP
ORD Purchase 19,039,050 4.1950 GBP
ORD Sale 3,101 4.1930 GBP
ORD Sale 3,633 4.1947 GBP
ORD Sale 51,045 4.1950 GBP
ORD Sale 287,284 4.1951 GBP
ORD Sale 414,031 4.1933 GBP
ORD Sale 1,002,587 4.1942 GBP
ORD Sale 1,644,976 4.1957 GBP
ORD Sale 2,695,719 4.1940 GBP
(b) Derivatives transactions (other than options)
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD CFD Long 21 4.1923 GBP
ORD CFD Long 33 4.1924 GBP
ORD CFD Long 95 4.1926 GBP
ORD CFD Long 116 4.1925 GBP
ORD SWAP Long 865 4.1888 GBP
ORD SWAP Long 10,421 4.1937 GBP
ORD CFD Long 124,265 4.1938 GBP
ORD SWAP Short 31,965 4.2027 GBP
ORD CFD Short 71,895 4.2002 GBP
ORD CFD Short 116,805 4.2001 GBP
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number Exercise Type Expiry date Option
relevant description purchasing, of price e.g. money
security e.g. selling, securities per unit American, paid/
call varying to European received
option etc. which etc. per
option unit
relates
(ii) Exercising
Class of relevant Product description Number Exercise price
security e.g. call option of securities per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, applicable)
conversion
The currency of all prices and other monetary amounts should be stated.
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.
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:
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? YES
Date of disclosure: 15 May 2012
Contact name: Geoff Smith
Telephone number: 020 7116 2913
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
143221.01
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Identity of person whose open positions Barclays Capital Securities Ltd
are being disclosed:
Name of offeror/offeree INTERNATIONAL POWER PLC
in relation to whose
relevant securities the
disclosure relates:
2. OPTIONS AND DERIVATIVES
Class Product Writing, Number Exercise Type Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
relates
ORD Futures Purchased 94,000 3.6289 30 Jun 2012
ORD Call Purchased 687,532 3.7155 European 24 May 2012
Options
ORD Put Written -50,000 3.6000 American 16 May 2012
Options
ORD Put Written -2,500,000 3.8000 American 16 May 2012
Options
ORD Call Purchased 2,500,000 4.4000 American 16 May 2012
Options
ORD Call Written -24,000 3.6000 American 16 May 2012
Options
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of
the interest or position can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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