0NWV: BARCLAYS PLC: Form 8.5 (EPT/NON-RI)- SCHNEIDER ELECTRIC SA

  0NWV: BARCLAYS PLC: Form 8.5 (EPT/NON-RI)- SCHNEIDER ELECTRIC SA

UK Regulatory Announcement

LONDON

                                                         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 in relation to whose
relevant securities this form relates:                  SCHNEIDER ELECTRIC SA

Use a separate form for each offeror/offeree
(c) Name of the party to the offer with which exempt    Advisor to Offeree
principal trader is connected:
(d) Date position held/dealing undertaken:              24 December 2013
(e) Has the EPT previously disclosed, or is it today     YES:
disclosing, under the Code in respect of any other     
party to this offer?                                     INVENSYS PLC

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 controlled:   1,940,036   0.35%   1,478,925    0.26%
                                                                   
(2)               Derivatives (other
                  than
                  options):            1,830,334   0.33%   506,608      0.09%
                                                                   
(3)               Options and
                  agreements to
                  purchase/sell:       682,000     0.12%   869,000      0.16%
                                                                   
(4)               TOTAL:
                                       4,452,370   0.79%   2,854,533    0.51%

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 (traded as ADR)   Purchase        2            17.0300 USD
ORD                   Purchase        32           61.7900 EUR
ORD                   Purchase        57           62.2000 EUR
ORD                   Purchase        80           61.8700 EUR
ORD                   Purchase        89           62.0525 EUR
ORD (traded as ADR)   Purchase        116          17.0700 USD
ORD                   Purchase        166          61.8963 EUR
ORD                   Purchase        300          62.1300 EUR
ORD                   Purchase        474          62.1264 EUR
ORD                   Purchase        804          62.1400 EUR
ORD                   Purchase        1,128        61.8952 EUR
ORD                   Purchase        2,000        62.1385 EUR
ORD                   Purchase        3,370        61.7590 EUR
ORD                   Purchase        10,094       62.1083 EUR
ORD (traded as ADR)   Sale            2            17.0300 USD
ORD                   Sale            32           61.7900 EUR
ORD                   Sale            32           61.7974 EUR
ORD                   Sale            114          62.2000 EUR
ORD (traded as ADR)   Sale            116          17.0700 USD
ORD                   Sale            124          62.3745 EUR
ORD                   Sale            219          62.1427 EUR
ORD                   Sale            248          62.2976 EUR
ORD                   Sale            300          62.1300 EUR
ORD                   Sale            500          17.0700 USD
ORD                   Sale            677          62.1392 EUR
ORD                   Sale            804          62.1400 EUR
ORD                   Sale            941          62.2878 EUR
ORD                   Sale            1,104        62.1372 EUR
ORD                   Sale            3,132        61.8200 EUR
ORD                   Sale            15,262       62.2308 EUR

(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                124          62.3738 EUR
ORD        CFD           Long                1,189        62.2805 EUR
ORD        CFD           Long                15,262       62.2308 EUR
ORD        CFD           Long                100          17.0700 USD
ORD        CFD           Short               4,498        61.8004 EUR

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

                         Writing,      Number of               Type                 Option
Class of   Product       purchasing,   securities   Exercise                        money
relevant  description  selling,     to which    price     e.g.       Expiry  paid/
security   e.g. call     varying       option       per unit   American,   date     received
           option        etc.          relates                 European             per unit
                                                               etc.

(ii) Exercising

                     Product
Class of relevant   description         Number of          Exercise price
security                                  securities          per unit
                     e.g. call option

(d) Other dealings (including subscribing for new securities)

                    Nature of dealing
Class of relevant                      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 Dec 2013
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.

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 are       BARCLAYS CAPITAL SECURITIES
being disclosed:                                   LTD
Name of offeror/offeree in relation to whose       SCHNEIDER ELECTRIC SA
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        Put Options   Written       -300,000     57.7500    European   18 Dec
                                                                          2015
ORD        Call          Written       -250,000     57.7500    European   18 Dec
           Options                                                        2015
ORD        Put Options   Purchased     150,000      38.0000    American   20 Jun
                                                                          2014
ORD        Put Options   Purchased     100,000      48.0000    American   19 Dec
                                                                          2014
ORD        Put Options   Written       -100,000     50.0000    American   19 Dec
                                                                          2014
ORD        Put Options   Written       -50,000      52.0000    American   19 Dec
                                                                          2014
ORD        Call          Purchased     63,700       60.0000    American   21 Feb
           Options                                                        2014
ORD        Call          Purchased     75,000       60.0000    American   19 Dec
           Options                                                        2014
ORD        Call          Purchased     50,000       64.0000    American   19 Dec
           Options                                                        2014
ORD        Call          Purchased     43,300       68.0000    American   17 Jan
           Options                                                        2014
ORD        Call          Purchased     100,000      68.0000    American   20 Jun
           Options                                                        2014
ORD        Call          Purchased     100,000      80.0000    American   19 Dec
           Options                                                        2014
ORD        Call          Written       -119,000     60.0000    American   21 Feb
           Options                                                        2014
ORD        Call          Written       -50,000      64.0000    American   19 Dec
           Options                                                        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 +44 (0)20 7638 0129.

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

Contact:

BARCLAYS PLC
 
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