CPW: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - CARPHONE WAREHOUSE GROUP PLC

  CPW: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - CARPHONE WAREHOUSE GROUP PLC  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     CARPHONE WAREHOUSE GROUP PLC       whose      relevant securities this form relates:      (c)   Name of the party to the offer with        DIXONS RETAIL PLC       which exempt      principal trader is connected               (d)   Date position held/dealing undertaken:     15 May 2014 (e)   Has the EPT previously disclosed, or is    YES:       it       today disclosing, under the Code in        DIXONS RETAIL PLC       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 controlled:    74,569    0.01%   937,916   0.16%                                                                     (2)                   Derivatives (other                       than                       options):             784,393   0.14%   5,914     0.00%                                                                     (3)                   Options and                       agreements to                       purchase/sell:        0         0.00%   0         0.00%                                                                                           TOTAL:                                             858,962   0.15%   943,830   0.16%  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        298          3.1350 GBP ORD                 Purchase        1,128        3.1940 GBP ORD                 Purchase        1,988        3.1883 GBP ORD                 Purchase        4,084        3.1703 GBP ORD                 Purchase        4,319        3.1863 GBP ORD                 Purchase        12,566       3.2023 GBP ORD                 Purchase        20,502       3.3400 GBP ORD                 Purchase        73,051       3.1464 GBP ORD                 Purchase        79,095       3.0308 GBP ORD                 Sale            298          3.1350 GBP ORD                 Sale            466          3.0190 GBP ORD                 Sale            740          3.3815 GBP ORD                 Sale            1,885        3.2426 GBP ORD                 Sale            5,102        3.3490 GBP ORD                 Sale            5,537        3.0130 GBP ORD                 Sale            10,997       3.1103 GBP ORD                 Sale            20,502       3.3400 GBP ORD                 Sale            23,125       3.0474 GBP ORD                 Sale            25,781       3.0766 GBP ORD                 Sale            41,711       3.0419 GBP ORD                 Sale            72,079       3.1334 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                740          3.3815 GBP ORD        SWAP          Long                1,190        3.3442 GBP ORD        CFD           Long                1,605        3.2174 GBP ORD        CFD           Long                2,240        3.0126 GBP ORD        CFD           Long                4,572        3.1336 GBP ORD        CFD           Long                5,235        3.0361 GBP ORD        CFD           Short               2,240        3.1863 GBP ORD        CFD           Short               5,447        3.1883 GBP  (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?  NO Date of disclosure:                                   16 May 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.  Contact:  BARCLAYS PLC  
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