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: 
(c)   Name of the party to the           DIXONS RETAIL PLC 
      offer with which exempt 
      principal trader is connected 
(d)   Date position held/dealing         25 March 2014 
      undertaken: 
(e)   Has the EPT previously             YES: 
      disclosed, or is it 
      today disclosing, under            CARPHONE WAREHOUSE GROUP PLC 
      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          9,444,058   0.26%  9,473,814   0.26% 
                    controlled: 
(2)                 Derivatives 
                    (other 
                    than 
                    options):       5,886,413   0.16%  2,649,823   0.07% 
(3)                 Options and 
                    agreements 
                    to 
                    purchase/sell:  2,520,000   0.07%  0           0.00% 
(4)                 TOTAL: 
                                    17,850,471  0.49%  12,123,637  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 relevant   Purchase/sale  Number of   Price per unit 
security                           securities 
ORD                 Purchase       1,496       0.5025 GBP 
ORD                 Purchase       10,575      0.4999 GBP 
ORD                 Purchase       12,401      0.4981 GBP 
ORD                 Purchase       13,763      0.4995 GBP 
ORD                 Purchase       16,896      0.4980 GBP 
ORD                 Purchase       28,554      0.4984 GBP 
ORD                 Purchase       29,329      0.4988 GBP 
ORD                 Purchase       49,888      0.5000 GBP 
ORD                 Purchase       65,638      0.4979 GBP 
ORD                 Purchase       81,998      0.5011 GBP 
ORD                 Purchase       112,760     0.5004 GBP 
ORD                 Purchase       142,022     0.4977 GBP 
ORD                 Purchase       2,125,290   0.4976 GBP 
ORD                 Sale           135         0.4960 GBP 
ORD                 Sale           2,318       0.4996 GBP 
ORD                 Sale           38,592      0.4982 GBP 
ORD                 Sale           49,300      0.5000 GBP 
ORD                 Sale           65,638      0.4979 GBP 
ORD                 Sale           142,022     0.4977 GBP 
ORD                 Sale           189,632     0.5025 GBP 
ORD                 Sale           416,953     0.4987 GBP 
ORD                 Sale           505,746     0.4971 GBP 
ORD                 Sale           634,353     0.4980 GBP 
ORD                 Sale           1,468,865   0.4975 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               14,138      0.4994 GBP 
ORD        SWAP         Long               19,221      0.4977 GBP 
ORD        CFD          Long               11,533      0.4960 GBP 
ORD        CFD          Long               165,716     0.4975 GBP 
ORD        SWAP         Long               750,818     0.4979 GBP 
ORD        CFD          Short              12,995      0.5005 GBP 
ORD        SWAP         Short              14,635      0.4982 GBP 
ORD        SWAP         Short              27,088      0.4980 GBP 
ORD        SWAP         Short              271,900     0.4994 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:   26 Mar 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.

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 the person whose             BARCLAYS CAPITAL SECURITIES LTD 
positions/dealings 
are being disclosed: 
Name of offeror/offeree                  DIXONS RETAIL PLC 
in relation to whose 
relevant securities this from 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    2,520,000   0.4909    European  31 Mar 2014 
           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.

 
 
 
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