TIDMNFDS 
 
 

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            NORTHERN FOODS 
     in relation to whose 
     relevant securities 
     this form relates: 
(c)  Name of the party to the           Advisor to Offeror 
     offer with which exempt 
     principal trader is connected 
(d)  Date position held/dealing         16 March 2011 
     undertaken: 
(e)  Has the EPT previously             YES: 
     disclosed, or is it 
     today disclosing, under            GREENCORE GROUP 
     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 security:     ORD 
                                Interests         Short Positions 
                                Number     (%)    Number           (%) 
(1)  Relevant securities owned 
     and/or controlled:         1,590,019  0.34%  21,972           0.00% 
(2)  Derivatives (other than 
     options):                  0          0.00%  1,544,887        0.33% 
(3)  Options and agreements to 
     purchase/sell:             0          0.00%  0                0.00% 
(4)  TOTAL: 
                                1,590,019  0.34%  1,566,859        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                 Sale           1,000       0.7250 GBP 
 
 

(b) Derivatives transactions (other than options)

 
Class of relevant   Product      Nature of            Number of reference  Price per unit 
security            description  dealing              securities 
                    e.g. CFD     e.g. 
                                 opening/closing 
                                 a 
                                 long/short 
                                 position, 
                                 increasing/reducing 
                                 a 
                                 long/short 
                                 position 
 
 

(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?   NO 
 
 
Date of disclosure:   17 Mar 2011 
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.

 
 
 
 
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