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 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.
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 +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by Business Wire
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