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 firstname.lastname@example.org. 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
CPW: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - CARPHONE WAREHOUSE GROUP PLC
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