BARCLAYS PLC FORM 8.5 (EPT/NON-RI) - DIXONS RETAIL PLC

 
TIDMDXNS 
 
 

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             DIXONS RETAIL PLC 
in relation to whose 
relevant securities 
this form relates: 
Use a separate form for 
each offeror/offeree 
(c) Name of the party to                DIXONS RETAIL PLC 
the offer with which 
exempt principal  trader 
is connected: 
(d) Date position held/dealing          26 March 2014 
undertaken: 
(e) Has the EPT previously disclosed,   YES/: 
or is it today disclosing,              CARPHONE WAREHOUSE GROUP PLC 
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          9,445,911   0.26%  9,520,368   0.26% 
                    controlled: 
(2)                 Derivatives 
                    (other 
                    than 
                    options):       5,997,304   0.16%  2,651,676   0.07% 
(3)                 Options and 
                    agreements 
                    to 
                    purchase/sell:  2,520,000   0.07%  0           0.00% 
(4)                 TOTAL: 
                                    17,963,215  0.49%  12,172,044  0.33% 
 
 

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   Purchase/sale  Number of          Price per unit 
relevant 
security                  securities 
ORD        Purchase       15,496             0.5015 GBP 
ORD        Purchase       21,700             0.5050 GBP 
ORD        Purchase       28,842             0.5033 GBP 
ORD        Purchase       43,788             0.5005 GBP 
ORD        Purchase       65,084             0.5003 GBP 
ORD        Purchase       92,652             0.5000 GBP 
ORD        Purchase       103,801            0.5039 GBP 
ORD        Purchase       120,618            0.5028 GBP 
ORD        Sale           1,761              0.5032 GBP 
ORD        Sale           14,627             0.5019 GBP 
ORD        Sale           21,664             0.5056 GBP 
ORD        Sale           21,700             0.5050 GBP 
ORD        Sale           23,832             0.5028 GBP 
ORD        Sale           28,315             0.5000 GBP 
ORD        Sale           61,626             0.5015 GBP 
ORD        Sale           77,920             0.5023 GBP 
ORD        Sale           136,913            0.5029 GBP 
ORD        Sale           148,324            0.5021 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           Long               11,369          0.4997 GBP 
ORD        CFD            Long               18,066          0.5001 GBP 
ORD        SWAP           Long               94,012          0.5028 GBP 
ORD        CFD            Long               160,501         0.5018 GBP 
ORD        SWAP           Short              2,782           0.5027 GBP 
ORD        SWAP           Short              6,772           0.5037 GBP 
ORD        SWAP           Short              14,431          0.5005 GBP 
ORD        CFD            Short              35,025          0.5025 GBP 
ORD        SWAP           Short              115,900         0.5013 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 March 2014 
Contact name:         Rajesh Muthanna 
Telephone number:     020 3555 4634 
 
 

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.

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 in                DIXONS RETAIL PLC 
relation to whose relevant 
securities the  disclosure relates: 
 
 

2. OPTIONS AND DERIVATIVES

 
Product        Writing,     Number      Exercise  Type      Expiry 
description    purchasing,  of          price               date 
               selling,     securities  per unit 
               varying etc  to which 
                            option 
                            relates 
Call Options   Purchased    2,520,000   0.4909    European  31 Mar 2014 
 
 

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.

 
 
 
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