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Form 8 (DD) - Intercontinental Exchange Inc

3rd Mar 2016 12:24

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser: Barclays Plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Intercontinental Exchange, Inc.
(d) Status of person making the disclosure:

e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Connected to London Stock Exchange Group Plc
(e) Date dealing undertaken: 02 March 2016
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

YES / NO / N/A

If YES, specify which:

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:

Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 24,384 0.02 8,002 0.00
(2) Cash-settled derivatives: 3,672 0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: 28,100 0.02 12,500 0.01

TOTAL:

56,156 0.04 20,502 0.02

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant security Purchase/sale Number of securities Price per unit (in USD)
USD 0.01 common stock Purchase 4 230.9900
USD 0.01 common stock Purchase 34 230.0000
USD 0.01 common stock Purchase 44 230.1100
USD 0.01 common stock Purchase 100 229.8650
USD 0.01 common stock Purchase 100 230.3500
USD 0.01 common stock Purchase 200 230.4100
USD 0.01 common stock Purchase 250 231.8060
USD 0.01 common stock Purchase 300 230.0878
USD 0.01 common stock Purchase 331 230.2128
USD 0.01 common stock Purchase 358 230.7272
USD 0.01 common stock Purchase 400 230.3750
USD 0.01 common stock Purchase 521 230.6045
USD 0.01 common stock Purchase 649 230.2152
USD 0.01 common stock Purchase 756 230.2580
USD 0.01 common stock Purchase 888 232.0800
USD 0.01 common stock Purchase 908 232.5219
USD 0.01 common stock Purchase 1,200 230.7854
USD 0.01 common stock Purchase 1,400 231.0947
USD 0.01 common stock Purchase 1,460 230.1059
USD 0.01 common stock Purchase 1,460 230.1059
USD 0.01 common stock Purchase 1,463 232.1813
USD 0.01 common stock Purchase 1,684 231.0056
USD 0.01 common stock Purchase 1,800 231.0038
USD 0.01 common stock Purchase 1,959 230.2203
USD 0.01 common stock Purchase 2,000 230.1799
USD 0.01 common stock Purchase 2,300 230.9860
USD 0.01 common stock Purchase 2,500 230.6262
USD 0.01 common stock Purchase 2,818 230.5974
USD 0.01 common stock Purchase 2,818 230.6354
USD 0.01 common stock Purchase 3,461 230.9137
USD 0.01 common stock Purchase 5,376 230.2312
USD 0.01 common stock Purchase 5,700 230.2224
USD 0.01 common stock Purchase 44,441 231.9600
USD 0.01 common stock Sale 2 230.1201
USD 0.01 common stock Sale 2 230.6400
USD 0.01 common stock Sale 2 230.9900
USD 0.01 common stock Sale 100 229.8500
USD 0.01 common stock Sale 100 229.9100
USD 0.01 common stock Sale 100 229.9300
USD 0.01 common stock Sale 100 230.1500
USD 0.01 common stock Sale 100 230.2900
USD 0.01 common stock Sale 200 230.6975
USD 0.01 common stock Sale 200 231.5000
USD 0.01 common stock Sale 290 230.6031
USD 0.01 common stock Sale 300 230.2567
USD 0.01 common stock Sale 300 230.3100
USD 0.01 common stock Sale 400 230.1350
USD 0.01 common stock Sale 400 230.2575
USD 0.01 common stock Sale 600 231.3175
USD 0.01 common stock Sale 675 230.7268
USD 0.01 common stock Sale 800 230.2025
USD 0.01 common stock Sale 860 230.1100
USD 0.01 common stock Sale 888 232.0800
USD 0.01 common stock Sale 1,040 231.9492
USD 0.01 common stock Sale 1,110 230.6415
USD 0.01 common stock Sale 1,349 230.6929
USD 0.01 common stock Sale 1,421 230.4874
USD 0.01 common stock Sale 1,460 230.1059
USD 0.01 common stock Sale 1,934 230.2601
USD 0.01 common stock Sale 2,000 230.6665
USD 0.01 common stock Sale 2,200 230.1789
USD 0.01 common stock Sale 2,786 231.0994
USD 0.01 common stock Sale 2,818 230.5974
USD 0.01 common stock Sale 2,818 230.5974
USD 0.01 common stock Sale 2,900 230.8344
USD 0.01 common stock Sale 5,800 230.8746
USD 0.01 common stock Sale 6,668 230.4959
USD 0.01 common stock Sale 45,252 231.9600

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received

(b) Cash-settled derivative transactions

Class of relevant security Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities Price per unit

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type

e.g. American, European etc.

Expiry date Option money paid/ received per unit
USD 0.01 common stock Call Options Purchasing 900 270 American 15042016 0.11
USD 0.01 common stock Call Options Selling 900 270 American 18032016 0.40

(ii) Exercise

Class of relevant security Product description

e.g. call option

Exercising/ exercised against Number of securities Exercise price per unit

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

Class of relevant security Nature of dealing

e.g. subscription, conversion

Details Price per unit (if applicable)

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 party to the offer or person acting in concert making the disclosure and any other person:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert 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”

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) YES/NO
Supplemental Form 8 (SBL) YES/NO
Date of disclosure: 03 March 2016
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 [email protected]. 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 STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Full name of person making disclosure: Barclays Plc
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: Intercontinental Exchange, Inc.

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security Product description e.g. call option Written or purchased Number of securities to which option or derivative relates Exercise price per unit Typee.g. American, European etc. Expiry Date
USD 0.01 common stock Put Option Purchased -800 220 American 17062016
USD 0.01 common stock Put Option Purchased -300 220 American 16092016
USD 0.01 common stock Put Option Purchased -600 210 American 17062016
USD 0.01 common stock Put Option Purchased -2500 220 American 17062016
USD 0.01 common stock Put Option Purchased -100 260 American 17062016
USD 0.01 common stock Put Option Purchased -2500 230 American 18032016
USD 0.01 common stock Put Option Purchased -800 250 American 18032016
USD 0.01 common stock Put Option Purchased -500 260 American 18032016
USD 0.01 common stock Call Option Purchased 1400 240 American 15042016
USD 0.01 common stock Call Option Purchased 900 270 American 15042016
USD 0.01 common stock Call Option Purchased 300 250 American 16092016
USD 0.01 common stock Call Option Purchased 100 240 American 17062016
USD 0.01 common stock Call Option Purchased 900 270 American 17062016
USD 0.01 common stock Call Option Purchased 1600 280 American 17062016
USD 0.01 common stock Call Option Purchased 100 230 American 18032016
USD 0.01 common stock Call Option Purchased 17900 240 American 18032016
USD 0.01 common stock Call Option Purchased 200 250 American 18032016
USD 0.01 common stock Call Option Purchased 300 280 American 18032016
USD 0.01 common stock Put Option Written 100 230 American 17062016
USD 0.01 common stock Put Option Written 1600 250 American 17062016
USD 0.01 common stock Put Option Written 500 200 American 18032016
USD 0.01 common stock Put Option Written 900 220 American 18032016
USD 0.01 common stock Put Option Written 1300 240 American 18032016
USD 0.01 common stock Call Option Written -300 220 American 16092016
USD 0.01 common stock Call Option Written -100 250 American 17062016
USD 0.01 common stock Call Option Written -2700 260 American 18032016
USD 0.01 common stock Call Option Written -1300 270 American 18032016

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 cash-settled derivatives.

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 disclosure requirements on +44 (0)20 7638 0129.

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

View source version on businesswire.com: http://www.businesswire.com/news/home/20160303005693/en/

Copyright Business Wire 2016


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