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| 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 |
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| (a) Full name of discloser: | Citadel Group | (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 | TESCO PLC | (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: For an opening position disclosure, state the latest practicable date prior to the disclosure | 15 December, 2017 | (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" | BOOKER GROUP PLC |
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| 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 (if any) |
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| Class of relevant security: | Common Stock ISIN GB0008847096 |
| Interests | Short Positions |
| Number | % | Number | % | (1) Relevant securities owned and/or controlled: | 861,826 | 0.01 | 0 | 0.00 | (2) Cash-settled derivatives: | 79,719,227 | 0.97 | 191,387 | 0.00 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 424,000 | 0.01 | 364,000 | 0.00 | TOTAL: | 81,005,053 | 0.99 | 555,387 | 0.01 |
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| 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). (b) Rights to subscribe for new securities (including directors' and other employee options) |
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| Class of relevant security in relation to which subscription right exists: |
| Details, including nature of the rights concerned and relevant percentages: |
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| 3. DEALINGS (IF ANY) 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 |
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| Class of relevant security ISIN GB0008847096 | Purchase/sale | Number of securities | Price per unit | Common Stock | Purchase | 8,317 | 2.0525 GBP | Common Stock | Purchase | 5,901 | 2.053 GBP | Common Stock | Purchase | 2,519 | 2.054 GBP | Common Stock | Purchase | 3,673 | 2.0545 GBP | Common Stock | Purchase | 7,638 | 2.0555 GBP | Common Stock | Purchase | 6,335 | 2.056 GBP | Common Stock | Purchase | 42,526 | 2.0565 GBP | Common Stock | Purchase | 13,778 | 2.057 GBP | Common Stock | Purchase | 17,062 | 2.0575 GBP | Common Stock | Purchase | 44,757 | 2.058 GBP | Common Stock | Purchase | 81,621 | 2.0585 GBP | Common Stock | Purchase | 91,676 | 2.059 GBP | Common Stock | Purchase | 163,760 | 2.0595 GBP | Common Stock | Purchase | 173,365 | 2.06 GBP | Common Stock | Purchase | 242,977 | 2.0605 GBP | Common Stock | Purchase | 145,070 | 2.061 GBP | Common Stock | Purchase | 104,922 | 2.0615 GBP | Common Stock | Purchase | 1,342 | 2.0618 GBP | Common Stock | Purchase | 101,796 | 2.062 GBP | Common Stock | Purchase | 37,810 | 2.0625 GBP | Common Stock | Purchase | 30,329 | 2.063 GBP | Common Stock | Purchase | 30,383 | 2.0635 GBP | Common Stock | Purchase | 40,511 | 2.064 GBP | Common Stock | Purchase | 88,743 | 2.0645 GBP | Common Stock | Purchase | 121,386 | 2.065 GBP | Common Stock | Purchase | 75,513 | 2.0655 GBP | Common Stock | Purchase | 84,787 | 2.066 GBP | Common Stock | Purchase | 66,687 | 2.0665 GBP | Common Stock | Purchase | 12,817 | 2.067 GBP | Common Stock | Purchase | 26,270 | 2.0675 GBP | Common Stock | Purchase | 1,285 | 2.068 GBP | Common Stock | Purchase | 7,623 | 2.0695 GBP | Common Stock | Purchase | 464,712 | 2.073 GBP | Common Stock | Sale | -1,100 | 2.0545 GBP | Common Stock | Sale | -786 | 2.055 GBP | Common Stock | Sale | -20,765 | 2.0555 GBP | Common Stock | Sale | -74,243 | 2.056 GBP | Common Stock | Sale | -37,979 | 2.0565 GBP | Common Stock | Sale | -51,411 | 2.057 GBP | Common Stock | Sale | -38,205 | 2.0575 GBP | Common Stock | Sale | -84,269 | 2.058 GBP | Common Stock | Sale | -80,487 | 2.0585 GBP | Common Stock | Sale | -73,398 | 2.059 GBP | Common Stock | Sale | -223,222 | 2.0595 GBP | Common Stock | Sale | -200,008 | 2.06 GBP | Common Stock | Sale | -117,624 | 2.0605 GBP | Common Stock | Sale | -119,729 | 2.061 GBP | Common Stock | Sale | -60,637 | 2.0615 GBP | Common Stock | Sale | -45,925 | 2.062 GBP | Common Stock | Sale | -9,158 | 2.0625 GBP | Common Stock | Sale | -24,664 | 2.063 GBP | Common Stock | Sale | -12,745 | 2.0635 GBP | Common Stock | Sale | -14,534 | 2.064 GBP | Common Stock | Sale | -94,710 | 2.0645 GBP | Common Stock | Sale | -89,890 | 2.065 GBP | Common Stock | Sale | -44,756 | 2.0655 GBP | Common Stock | Sale | -33,534 | 2.066 GBP | Common Stock | Sale | -52,768 | 2.0665 GBP | Common Stock | Sale | -26,498 | 2.067 GBP | Common Stock | Sale | -7,611 | 2.0675 GBP | Common Stock | Sale | -59,849 | 2.073 GBP |
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| (b) Cash-settled derivative transactions |
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| Class of relevant security ISIN GB0008847096 | 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 | Common Stock | CFD | Increasing long position | 55,784 | 2.060361 GBP | Common Stock | CFD | Increasing long position | 190,708 | 2.060361 GBP | Common Stock | CFD | Increasing long position | 346,382 | 2.060792 GBP | Common Stock | CFD | Increasing long position | 2,210 | 2.060804 GBP | Common Stock | CFD | Increasing long position | 15,954 | 2.061155 GBP | Common Stock | CFD | Increasing long position | 21,065 | 2.069 GBP | Common Stock | CFD | Increasing short position | -20,764 | 2.058504 GBP | Common Stock | CFD | Reducing long position | -46,599 | 2.058605 GBP | Common Stock | CFD | Reducing long position | -14,734 | 2.058606 GBP | Common Stock | CFD | Reducing long position | -205,782 | 2.05925 GBP | Common Stock | CFD | Reducing long position | -115,430 | 2.05925 GBP | Common Stock | CFD | Reducing long position | -52,647 | 2.05925 GBP | Common Stock | CFD | Reducing long position | -32,569 | 2.05925 GBP | Common Stock | CFD | Reducing long position | -15,259 | 2.05925 GBP | Common Stock | CFD | Reducing long position | -822 | 2.05925 GBP | Common Stock | CFD | Reducing long position | -264 | 2.05925 GBP | Common Stock | CFD | Reducing long position | -185,864 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -158,901 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -121,198 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -91,266 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -76,202 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -64,455 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -58,766 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -54,371 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -49,433 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -44,139 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -34,196 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -29,369 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -26,218 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -22,817 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -20,114 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -12,770 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -8,290 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -6,555 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -3,837 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -3,193 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -2,056 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -1,768 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -1,740 | 2.0595 GBP | Common Stock | CFD | Reducing long position | -24,024 | 2.060171 GBP | Common Stock | CFD | Reducing long position | -7,596 | 2.060172 GBP | Common Stock | CFD | Reducing long position | -68,727 | 2.060368 GBP | Common Stock | CFD | Reducing long position | -4,226 | 2.060737 GBP | Common Stock | CFD | Reducing long position | -48,398 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -26,367 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -8,595 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -6,205 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -3,194 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -2,153 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -1,534 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -1,023 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -544 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -256 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -136 | 2.060778 GBP | Common Stock | CFD | Reducing long position | -1,194 | 2.060869 GBP | Common Stock | CFD | Reducing long position | -17,641 | 2.06087 GBP | Common Stock | CFD | Reducing long position | -4,777 | 2.06087 GBP | Common Stock | CFD | Reducing long position | -1,243 | 2.06087 GBP | Common Stock | CFD | Reducing long position | -295,526 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -276,497 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -102,234 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -101,808 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -91,083 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -68,832 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -28,412 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -26,936 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -11,536 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -9,010 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -5,084 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -4,607 | 2.061003 GBP | Common Stock | CFD | Reducing long position | -1,380,184 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -369,312 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -295,254 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -235,823 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -147,432 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -84,773 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -84,588 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -81,331 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -80,152 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -74,075 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -72,455 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -71,410 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -42,680 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -33,100 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -13,883 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -12,674 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -3,470 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -3,250 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -3,169 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -1,055 | 2.061487 GBP | Common Stock | CFD | Reducing long position | -49,495 | 2.061646 GBP | Common Stock | CFD | Reducing long position | -10,084 | 2.061646 GBP | Common Stock | CFD | Reducing long position | -5,567 | 2.061646 GBP | Common Stock | CFD | Reducing long position | -106,866 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -87,088 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -68,693 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -57,945 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -49,301 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -28,933 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -28,119 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -21,719 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -3,401 | 2.06175 GBP | Common Stock | CFD | Reducing long position | -995 | 2.0645 GBP | Common Stock | CFD | Reducing long position | -102,544 | 2.064666 GBP | Common Stock | CFD | Reducing long position | -291,806 | 2.064667 GBP | Common Stock | CFD | Reducing long position | -32,514 | 2.064667 GBP | Common Stock | CFD | Reducing long position | -45,574 | 2.069 GBP | Common Stock | CFD | Reducing long position | -31,278 | 2.069 GBP | Common Stock | CFD | Reducing long position | -14,642 | 2.069 GBP | Common Stock | CFD | Reducing long position | -3,226 | 2.069 GBP | Common Stock | CFD | Reducing long position | -2,396 | 2.069 GBP | Common Stock | CFD | Reducing long position | -2,106 | 2.069 GBP | Common Stock | CFD | Reducing long position | -2,104 | 2.069 GBP | Common Stock | CFD | Reducing long position | -1,371 | 2.069 GBP | Common Stock | CFD | Reducing long position | -1,029 | 2.069 GBP | Common Stock | CFD | Reducing long position | -666 | 2.069 GBP | Common Stock | CFD | Reducing long position | -657 | 2.069 GBP | Common Stock | CFD | Reducing short position | 30,695 | 2.064766 GBP | Common Stock | CFD | Reducing short position | 52,996 | 2.064766 GBP | Common Stock | CFD | Reducing short position | 180 | 2.069 GBP | Common Stock | CFD | Reducing short position | 181 | 2.069 GBP | Common Stock | CFD | Reducing short position | 972 | 2.069 GBP | Common Stock | CFD | Reducing short position | 82,651 | 2.069 GBP |
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| (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying |
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| Class of relevant security ISIN GB0008847096 | 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 | Common | Put Option | Purchasing | -10,000 | 1.95 GBP | American | 16/03/2018 | 0.045 GBP | Common | Call Option | Purchasing | 5,000 | 1.85 GBP | American | 16/03/2018 | 0.235 GBP | Common | Call Option | Writing | -2,000 | 1.95 GBP | American | 15/12/2017 | 0.115 GBP | Common | Call Option | Writing | -5,000 | 1.8 GBP | American | 15/12/2017 | 0.2625 GBP |
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| Class of relevant security ISIN GB0008847096 | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit | Common | Call Option | Exercise | -2,000 | 1.7 GBP | Common | Call Option | Exercise | -25,000 | 1.85 GBP | Common | Call Option | Exercise | -60,000 | 1.9 GBP |
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| (d) Other dealings (including subscribing for new securities) |
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| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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| 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements |
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| 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: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" | None |
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| (b) Agreements, arrangements or understandings relating to options or derivatives |
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| 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 |
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| Is a Supplemental Form 8 (Open Positions) attached? | YES |
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| Date of disclosure: | 18 December, 2017 | Contact name: | Alasdair Putt | Telephone number: | 020 7645 9700 |
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| 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 disclosure requirements on +44 (0)20 7638 0129. The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. |
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