14th Mar 2017 11:58
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Name of exempt principal trader: | BARCLAYS CAPITAL SECURITIES LTD | |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | AMEC FOSTER WHEELER PLC | |
| (c) Name of the party to the offer with which exempt principal trader is connected: | AMEC FOSTER WHEELER PLC | |
| (d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 13 March 2017 | |
| (e) In addition to the company in 1(b) above, is the exempt principal trader 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 JOHN WOOD GROUP PLC |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
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(b), 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)
| Class of relevant security: | ORD | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 3,929,204 | 1.01% | 1,994,074 | 0.51% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 995,352 | 0.26% | 2,958,877 | 0.76% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
| (4) | |||||||||||
| TOTAL: | 4,924,556 | 1.26% | 4,952,951 | 1.27% |
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)
| Class of relevant security in relation to which subscription right exists: | |
| Details, including nature of the rights concerned and relevant percentages: |
3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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 | ||||||||
| Class of relevant | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||||
| security | securities | paid/received | paid/received | ||||||
| 50p ORD | Purchase | 2,837,483 | 5.8375 GBP | 5.415 GBP | |||||
| 50p ORD | Sale | 804,342 | 5.8375 GBP | 5.415 GBP | |||||
| ADR | Purchase | 28,322 | 6.6871 USD | 6.6304 USD | |||||
| ADR | Sale | 28,322 | 6.6871 USD | 6.6304 USD | |||||
| (b) | Cash-settled derivative transactions | ||||||||
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| 50p ORD | CFD | Long | 726 | 5.5470 GBP | |||||
| 50p ORD | CFD | Long | 2,281 | 5.8414 GBP | |||||
| 50p ORD | CFD | Long | 2,424 | 5.8194 GBP | |||||
| 50p ORD | SWAP | Long | 2,522 | 5.7899 GBP | |||||
| 50p ORD | SWAP | Long | 4,224 | 5.5077 GBP | |||||
| 50p ORD | CFD | Long | 4,326 | 5.6394 GBP | |||||
| 50p ORD | CFD | Long | 4,764 | 5.4742 GBP | |||||
| 50p ORD | SWAP | Long | 12,930 | 5.6162 GBP | |||||
| 50p ORD | CFD | Long | 22,222 | 5.5132 GBP | |||||
| 50p ORD | SWAP | Long | 31,145 | 5.5240 GBP | |||||
| 50p ORD | SWAP | Long | 39,201 | 5.5343 GBP | |||||
| 50p ORD | CFD | Long | 83,449 | 5.5999 GBP | |||||
| 50p ORD | SWAP | Long | 93,433 | 5.6454 GBP | |||||
| 50p ORD | SWAP | Long | 106,165 | 5.5335 GBP | |||||
| 50p ORD | SWAP | Long | 204,213 | 5.5931 GBP | |||||
| 50p ORD | SWAP | Short | 334 | 5.6333 GBP | |||||
| 50p ORD | SWAP | Short | 480 | 5.8320 GBP | |||||
| 50p ORD | CFD | Short | 970 | 5.8153 GBP | |||||
| 50p ORD | CFD | Short | 2,500 | 5.5505 GBP | |||||
| 50p ORD | CFD | Short | 3,090 | 5.4707 GBP | |||||
| 50p ORD | SWAP | Short | 3,222 | 5.6412 GBP | |||||
| 50p ORD | SWAP | Short | 3,282 | 5.5026 GBP | |||||
| 50p ORD | CFD | Short | 20,955 | 5.7810 GBP | |||||
| 50p ORD | CFD | Short | 21,609 | 5.6101 GBP | |||||
| 50p ORD | CFD | Short | 26,404 | 5.7788 GBP | |||||
| 50p ORD | SWAP | Short | 31,047 | 5.5510 GBP | |||||
| 50p ORD | CFD | Short | 35,727 | 5.4604 GBP | |||||
| 50p ORD | SWAP | Short | 41,832 | 5.6069 GBP | |||||
| 50p ORD | CFD | Short | 46,831 | 5.4709 GBP | |||||
| 50p ORD | CFD | Short | 50,000 | 5.5017 GBP | |||||
| 50p ORD | CFD | Short | 50,000 | 5.5578 GBP | |||||
| 50p ORD | SWAP | Short | 58,451 | 5.5826 GBP | |||||
| 50p ORD | SWAP | Short | 82,662 | 5.6798 GBP | |||||
| 50p ORD | CFD | Short | 85,768 | 5.6396 GBP | |||||
| 50p ORD | CFD | Short | 100,000 | 5.6033 GBP | |||||
| 50p ORD | CFD | Short | 105,018 | 5.6456 GBP | |||||
| 50p ORD | CFD | Short | 123,239 | 5.5852 GBP | |||||
| 50p ORD | SWAP | Short | 150,764 | 5.5259 GBP | |||||
| 50p ORD | CFD | Short | 157,965 | 5.5432 GBP | |||||
| 50p ORD | SWAP | Short | 258,278 | 5.5787 GBP | |||||
| 50p ORD | CFD | Short | 260,141 | 5.6318 GBP | |||||
| 50p ORD | CFD | Short | 281,653 | 5.5492 GBP | |||||
| 50p ORD | CFD | Short | 310,005 | 5.4600 GBP | |||||
| 50p ORD | CFD | Short | 406,531 | 5.5152 GBP |
(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 |
(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 exempt principal trader 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 |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader 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? | NO |
| Date of disclosure: | 14 March 2017 | |
| Contact name: | Hemika Mistry | |
| Telephone number: | 020 7116 3891 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
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/20170314005797/en/
Copyright Business Wire 2017
Related Shares:
AMFW.LBarclays