Form 8.5 (EPT/NON-RI) - INTERNATIONAL POWER PLC

 
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          26 June 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 relevant                   ORD 
security: 
                                    Interests          Short Positions 
                                    Number      (%)    Number      (%) 
(1)                 Relevant 
                    securities 
                    owned 
                    and/or          14,686,890  0.29%  2,230,816   0.04% 
                    controlled: 
(2)                 Derivatives 
                    (other 
                    than 
                    options):       1,902,485   0.04%  8,688,335   0.17% 
(3)                 Options and 
                    agreements 
                    to 
                    purchase/sell:  2,500,000   0.05%  0           0.00% 
(4)                 TOTAL: 
                                    19,089,375  0.37%  10,919,151  0.21% 
 
 
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          50,000       0.02%         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: 
                            50,000       0.02%         0       0.00% 
 
 
Class of                    Convertible  XS0363710566 
relevant                    Bond 
security: 
                            Interests                  Short Positions 
                            Number       (%)           Number  (%) 
(1)         Relevant 
            securities 
            owned 
            and/or          1,000,000    0.14%         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: 
                            1,000,000    0.14%         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       856         4.1758 GBP 
ORD                   Purchase       1,100       4.1766 GBP 
ORD                   Purchase       1,857       4.1761 GBP 
ORD                   Purchase       5,153       4.1754 GBP 
ORD                   Purchase       8,208       4.1740 GBP 
ORD                   Purchase       82,890      4.1760 GBP 
ORD                   Purchase       98,490      4.1753 GBP 
ORD                   Purchase       200,595     4.1764 GBP 
ORD                   Sale           2,515       4.1740 GBP 
ORD (traded as ADR)   Purchase       2,280       65.1900 USD 
ORD (traded as ADR)   Sale           2,280       65.1900 USD 
ORD                   Sale           856         4.1759 GBP 
ORD                   Sale           1,857       4.1763 GBP 
ORD                   Sale           2,216       4.1761 GBP 
ORD                   Sale           2,987       4.1764 GBP 
ORD                   Sale           20,153      4.1760 GBP 
ORD                   Sale           59,745      4.1765 GBP 
ORD                   Sale           89,618      4.1770 GBP 
ORD                   Sale           131,143     4.1753 GBP 
ORD                   Sale           156,855     4.1756 GBP 
 
 

(b) Derivatives transactions (other than options)

 
Class of   Product      Nature of dealing  Number of   Price per 
relevant   description                     reference   unit 
security                                   securities 
ORD        SWAP         Short              1,100       4.1766 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:                                   27 Jun 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 [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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        Call         Purchased    2,500,000   4.4000    American  28 Jun 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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.