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FORM 8 (DD) - Intercontinental Exchange, Inc.

11th Apr 2016 11:55

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: 08 April 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”

NO

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: 55,983 0.05 8,296 0.01
(2) Cash-settled derivatives: 3,672 0.00 30,000 0.03
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: 26,700 0.02 8,700 0.01

TOTAL:

86,355 0.07 46,996 0.04

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 5 233.9100
USD 0.01 common stock Purchase 53 233.6300
USD 0.01 common stock Purchase 67 233.6500
USD 0.01 common stock Purchase 84 234.4400
USD 0.01 common stock Purchase 100 234.4250
USD 0.01 common stock Purchase 200 233.6000
USD 0.01 common stock Purchase 380 233.9596
USD 0.01 common stock Purchase 400 233.6725
USD 0.01 common stock Purchase 496 233.5580
USD 0.01 common stock Purchase 600 233.2823
USD 0.01 common stock Purchase 600 233.9508
USD 0.01 common stock Purchase 629 234.5959
USD 0.01 common stock Purchase 700 233.3071
USD 0.01 common stock Purchase 700 233.9129
USD 0.01 common stock Purchase 838 234.2948
USD 0.01 common stock Purchase 895 233.7278
USD 0.01 common stock Purchase 1,659 233.9805
USD 0.01 common stock Purchase 2,400 233.5301
USD 0.01 common stock Purchase 2,815 233.5256
USD 0.01 common stock Purchase 3,000 233.1977
USD 0.01 common stock Purchase 26,015 233.5200
USD 0.01 common stock Sale 25 233.6300
USD 0.01 common stock Sale 100 233.6500
USD 0.01 common stock Sale 100 233.3400
USD 0.01 common stock Sale 100 233.3200
USD 0.01 common stock Sale 100 234.5200
USD 0.01 common stock Sale 100 234.4250
USD 0.01 common stock Sale 108 234.5919
USD 0.01 common stock Sale 200 234.2625
USD 0.01 common stock Sale 253 233.6063
USD 0.01 common stock Sale 282 234.1205
USD 0.01 common stock Sale 287 234.4224
USD 0.01 common stock Sale 300 233.8133
USD 0.01 common stock Sale 320 233.0725
USD 0.01 common stock Sale 496 233.5580
USD 0.01 common stock Sale 500 233.9540
USD 0.01 common stock Sale 514 234.1869
USD 0.01 common stock Sale 800 233.2316
USD 0.01 common stock Sale 851 233.2146
USD 0.01 common stock Sale 1,180 233.2954
USD 0.01 common stock Sale 1,300 233.9304
USD 0.01 common stock Sale 1,400 233.1352
USD 0.01 common stock Sale 1,415 233.7071
USD 0.01 common stock Sale 1,431 234.4783
USD 0.01 common stock Sale 1,600 233.6794
USD 0.01 common stock Sale 25,915 233.5200

(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 Selling 100 170 American 16092016 1.700
USD 0.01 common stock Call Options

(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

Supplemental Form 8 (SBL)

NO

Date of disclosure: 11 April 2016
Contact name: Femi Badmos
Telephone number: 020 3555 1125

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 Type

e.g. American, European etc.

Expiry date
USD 0.01 common stock Call Option Written -600 250 American 15042016
USD 0.01 common stock Call Option Written -300 220 American 16092016
USD 0.01 common stock Call Option Written -1000 250 American 17062016
USD 0.01 common stock Call Option Purchased 100 260 American 15042016
USD 0.01 common stock Call Option Purchased 100 240 American 17062016
USD 0.01 common stock Call Option Purchased 300 250 American 16092016
USD 0.01 common stock Call Option Purchased 300 260 American 16092016
USD 0.01 common stock Call Option Purchased 2000 270 American 17062016
USD 0.01 common stock Call Option Purchased 1300 270 American 15042016
USD 0.01 common stock Call Option Purchased 1600 280 American 17062016
USD 0.01 common stock Call Option Purchased 8700 240 American 15042016
USD 0.01 common stock Put Option Purchased -3300 220 American 17062016
USD 0.01 common stock Put Option Purchased -1000 220 American 20052016
USD 0.01 common stock Put Option Purchased -2000 210 American 17062016
USD 0.01 common stock Put Option Purchased -300 220 American 16092016
USD 0.01 common stock Put Option Purchased -100 210 American 15042016
USD 0.01 common stock Put Option Purchased -100 260 American 17062016
USD 0.01 common stock Put Option Written 1600 250 American 17062016
USD 0.01 common stock Put Option Written 8800 200 American 15042016
USD 0.01 common stock Put Option Written 100 230 American 20052016
USD 0.01 common stock Put Option Written 1000 240 American 20052016
USD 0.01 common stock Put Option Written 100 130 American 16092016
USD 0.01 common stock Put Option Written 400 140 American 16092016
USD 0.01 common stock Put Option Written 200 150 American 16092016
USD 0.01 common stock Put Option Written 100 170 American 16092016

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/20160411005575/en/

Copyright Business Wire 2016


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