18th Dec 2014 15:21
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) | Identity of the person whose positions/dealings | Barclays PLC. | |||
| are being disclosed: | |||||
| (b) | Owner or controller of interest and short | ||||
| positions disclosed, if different from 1(a): | |||||
| (c) | Name of offeror/offeree in relation to whose | DEALERTRACK TECHNOLOGIES INC | |||
| relevant securities this form relates: | |||||
| (d) | If an exempt fund manager connected with an | ||||
| offeror/offeree, state this and specify identity of | |||||
| offeror/offeree: | |||||
| (e) | Date position held/dealing undertaken: | 17 December 2014 | |||
| (f) | Has the discloser previously disclosed, or are | ||||
| they today disclosing, under the Code in respect | NO | ||||
| of any other party to this offer? |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(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 security: | ORD | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 114,901 | 0.21% | 168,355 | 0.31% | |||||||
| (2) | Derivatives (other than | ||||||||||
| options): | 0 | 0.00% | 0 | 0.00% | |||||||
| (3) | Options and agreements to | ||||||||||
| purchase/sell: | 3,284,493 | 6.08% | 3,284,493 | 6.08% | |||||||
| TOTAL: | 3,399,394 | 6.29% | 3,452,848 | 6.39% | |||||||
| Class of relevant security: | |||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 3,613,000 | 1.81% | 0 | 0.00% | |||||||
| (2) | Derivatives (other than | ||||||||||
| options): | 0 | 0.00% | 0 | 0.00% | |||||||
| (3) | Options and agreements to | ||||||||||
| purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
| TOTAL: | 3,613,000 | 1.81% | 0 | 0.00% | |||||||
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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
| Class of relevant | Purchase/sale | Number of | Price per unit | ||||
| security | securities | ||||||
| ORD | Purchase | 1 | 42.4497 USD | ||||
| ORD | Purchase | 6 | 43.2033 USD | ||||
| ORD | Purchase | 10 | 42.0900 USD | ||||
| ORD | Purchase | 50 | 43.4200 USD | ||||
| ORD | Purchase | 100 | 41.3300 USD | ||||
| ORD | Purchase | 100 | 42.5351 USD | ||||
| ORD | Purchase | 110 | 42.4966 USD | ||||
| ORD | Purchase | 200 | 41.4750 USD | ||||
| ORD | Purchase | 300 | 41.6716 USD | ||||
| ORD | Purchase | 500 | 41.4740 USD | ||||
| ORD | Purchase | 500 | 42.3628 USD | ||||
| ORD | Purchase | 501 | 43.4000 USD | ||||
| ORD | Purchase | 600 | 41.0666 USD | ||||
| ORD | Purchase | 850 | 42.7964 USD | ||||
| ORD | Purchase | 900 | 41.3233 USD | ||||
| ORD | Purchase | 1,012 | 41.4572 USD | ||||
| ORD | Purchase | 1,100 | 41.1784 USD | ||||
| ORD | Purchase | 1,144 | 41.6547 USD | ||||
| ORD | Purchase | 1,300 | 41.6818 USD | ||||
| ORD | Purchase | 2,400 | 42.2557 USD | ||||
| ORD | Purchase | 2,600 | 41.1586 USD | ||||
| ORD | Purchase | 4,200 | 41.1800 USD | ||||
| ORD | Purchase | 6,657 | 41.3627 USD | ||||
| ORD | Purchase | 10,412 | 42.0600 USD | ||||
| ORD | Sale | 100 | 40.8400 USD | ||||
| ORD | Sale | 100 | 42.6400 USD | ||||
| ORD | Sale | 100 | 43.4100 USD | ||||
| ORD | Sale | 100 | 43.4500 USD | ||||
| ORD | Sale | 100 | 43.4600 USD | ||||
| ORD | Sale | 100 | 43.4800 USD | ||||
| ORD | Sale | 100 | 43.5000 USD | ||||
| ORD | Sale | 200 | 42.4700 USD | ||||
| ORD | Sale | 200 | 43.2150 USD | ||||
| ORD | Sale | 220 | 42.4966 USD | ||||
| ORD | Sale | 300 | 42.0916 USD | ||||
| ORD | Sale | 600 | 43.4101 USD | ||||
| ORD | Sale | 800 | 41.8325 USD | ||||
| ORD | Sale | 800 | 42.7225 USD | ||||
| ORD | Sale | 800 | 43.3950 USD | ||||
| ORD | Sale | 900 | 42.8311 USD | ||||
| ORD | Sale | 1,000 | 41.9018 USD | ||||
| ORD | Sale | 1,000 | 42.4800 USD | ||||
| ORD | Sale | 1,089 | 42.2243 USD | ||||
| ORD | Sale | 1,114 | 42.2754 USD | ||||
| ORD | Sale | 1,600 | 42.0224 USD | ||||
| ORD | Sale | 2,100 | 41.2241 USD | ||||
| ORD | Sale | 2,196 | 42.0009 USD | ||||
| ORD | Sale | 4,313 | 41.8892 USD | ||||
| ORD | Sale | 17,013 | 41.2924 USD |
(b) Derivatives transactions (other than options)
| 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) Options transactions in respect of existing securities
(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 |
(ii) Exercising
| Class of relevant security | Product description e.g. call option | 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) |
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(c), 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 person 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 person 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? | YES | ||
| Date of disclosure: | 18 Dec 2014 | ||
| Contact name: | Jay Supaya | ||
| Telephone number: | 0207 773 0635 |
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 OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| Identity of the person whose positions/dealings | Barclays PLC. | ||
| are being disclosed: | |||
| Name of offeror/offeree in relation to whose | DEALERTRACK TECHNOLOGIES INC | ||
| relevant securities this from relates: |
2. OPTIONS AND DERIVATIVES
| Class | Product | Writing, | Number | Exercise | Type | Expiry | |||||||
| of | description | purchasing, | of | price | date | ||||||||
| relevant | selling, | securities | per unit | ||||||||||
| security | varying etc | to which | |||||||||||
| option | |||||||||||||
| relates | |||||||||||||
| ORD | Call Options | Purchased | 1,500,000 | 37.3666 | European | 13 Mar 2017 | |||||||
| ORD | Call Options | Purchased | 1,784,493 | 46.1835 | European | 6 Oct 2017 | |||||||
| ORD | Call Options | Written | -1,784,493 | 37.3666 | European | 13 Mar 2017 | |||||||
| ORD | Call Options | Written | -1,500,000 | 46.1835 | European | 6 Oct 2017 |
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 contracts for differences (“CFDs”) or spread bets.
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
Copyright Business Wire 2014
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Barclays