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FORM 8 (DD) - Intercontinental Exchange, Inc.

22nd Mar 2016 11:58

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: 21 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”

NO

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: 52,351 0.04 12,019 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: 24,000 0.11 4,800 0.00

TOTAL:

80,023 0.07 46,819 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 2 236.4100
USD 0.01 common stock Purchase 2 238.1100
USD 0.01 common stock Purchase 13 237.8200
USD 0.01 common stock Purchase 100 237.3400
USD 0.01 common stock Purchase 131 238.0542
USD 0.01 common stock Purchase 135 237.4259
USD 0.01 common stock Purchase 200 238.0650
USD 0.01 common stock Purchase 200 238.3199
USD 0.01 common stock Purchase 215 237.0600
USD 0.01 common stock Purchase 300 237.7400
USD 0.01 common stock Purchase 375 237.1873
USD 0.01 common stock Purchase 400 236.4525
USD 0.01 common stock Purchase 400 236.5100
USD 0.01 common stock Purchase 400 236.5750
USD 0.01 common stock Purchase 468 237.9228
USD 0.01 common stock Purchase 500 236.7160
USD 0.01 common stock Purchase 500 237.3710
USD 0.01 common stock Purchase 644 237.2160
USD 0.01 common stock Purchase 662 237.0262
USD 0.01 common stock Purchase 800 237.8688
USD 0.01 common stock Purchase 1,525 237.1723
USD 0.01 common stock Purchase 1,700 236.9634
USD 0.01 common stock Purchase 2,015 238.5388
USD 0.01 common stock Purchase 2,600 237.6502
USD 0.01 common stock Purchase 4,900 237.2023
USD 0.01 common stock Purchase 31,943 237.1000
USD 0.01 common stock Purchase 34,531 237.0856
USD 0.01 common stock Sale 1 236.4100
USD 0.01 common stock Sale 1 236.5200
USD 0.01 common stock Sale 2 238.3400
USD 0.01 common stock Sale 13 237.6000
USD 0.01 common stock Sale 97 238.0800
USD 0.01 common stock Sale 100 237.3400
USD 0.01 common stock Sale 100 238.0600
USD 0.01 common stock Sale 100 238.8200
USD 0.01 common stock Sale 139 236.9265
USD 0.01 common stock Sale 200 237.0851
USD 0.01 common stock Sale 200 237.1100
USD 0.01 common stock Sale 210 238.4286
USD 0.01 common stock Sale 215 237.0600
USD 0.01 common stock Sale 250 238.2280
USD 0.01 common stock Sale 270 236.9218
USD 0.01 common stock Sale 400 238.2875
USD 0.01 common stock Sale 1,055 238.7030
USD 0.01 common stock Sale 1,327 237.1388
USD 0.01 common stock Sale 1,700 236.5724
USD 0.01 common stock Sale 1,700 237.0109
USD 0.01 common stock Sale 2,484 237.3740
USD 0.01 common stock Sale 2,500 236.9106
USD 0.01 common stock Sale 2,669 237.5135
USD 0.01 common stock Sale 3,100 237.6052
USD 0.01 common stock Sale 3,200 237.3041
USD 0.01 common stock Sale 31,666 237.1000

(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 Option Purchasing 200 270 American 17062016 1.3500
USD 0.01 common stock Put Option Selling 8700 200 American 15042016 0.2500

(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: 22 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 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 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 1100 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 -600 210 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 100 230 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

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/20160322005773/en/

Copyright Business Wire 2016


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