19th Jul 2013 17:20
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 | INVENSYS PLC | |||
| relevant securities this form relates: | |||||
| (c) | Name of the party to the offer with which exempt | Advisor to Offeree | |||
| principal trader is connected | |||||
| (d) | Date position held/dealing undertaken: | 15 July 2013 | |||
| (e) | Has the EPT previously disclosed, or is it | YES: | |||
| today disclosing, under the Code in respect | SCHNEIDER ELECTRIC SA | ||||
| of any other party to this offer? |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
(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: | 4,609,640 | 0.70% | 1,338,192 | 0.20% | |||||||
| (2) | Derivatives (other than | ||||||||||
| options): | 999,347 | 0.15% | 1,918,458 | 0.29% | |||||||
| (3) | Options and agreements to | ||||||||||
| purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
| (4) | TOTAL: | ||||||||||
| 5,608,987 | 0.85% | 3,256,650 | 0.50% | ||||||||
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(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
(a) Purchases and sales
| Purchase/sale | Number of | Price per unit | |||
| securities | |||||
| Purchase | 3,033 | 5.1000 GBP | |||
| Purchase | 4,667 | 5.0966 GBP | |||
| Purchase | 5,045 | 5.1179 GBP | |||
| Purchase | 19,062 | 5.0918 GBP | |||
| Purchase | 20,185 | 5.0953 GBP | |||
| Purchase | 34,066 | 5.1010 GBP | |||
| Purchase | 34,747 | 5.1197 GBP | |||
| Purchase | 35,904 | 5.1163 GBP | |||
| Purchase | 41,275 | 5.0902 GBP | |||
| Purchase | 46,465 | 5.1181 GBP | |||
| Purchase | 64,332 | 5.1600 GBP | |||
| Purchase | 72,540 | 5.1026 GBP | |||
| Purchase | 93,713 | 5.1050 GBP | |||
| Purchase | 139,147 | 5.0868 GBP | |||
| Purchase | 300,000 | 5.1107 GBP | |||
| Purchase | 1,276,975 | 5.1325 GBP | |||
| Purchase | 1,304,000 | 5.0876 GBP | |||
| Sale | 950 | 5.0750 GBP | |||
| Sale | 1,782 | 5.0924 GBP | |||
| Sale | 1,863 | 5.1000 GBP | |||
| Sale | 4,117 | 5.0951 GBP | |||
| Sale | 5,851 | 5.0966 GBP | |||
| Sale | 8,185 | 5.1047 GBP | |||
| Sale | 9,504 | 5.1347 GBP | |||
| Sale | 28,919 | 5.1093 GBP | |||
| Sale | 33,487 | 5.0979 GBP | |||
| Sale | 44,342 | 5.1041 GBP | |||
| Sale | 50,167 | 5.0889 GBP | |||
| Sale | 85,719 | 5.1045 GBP | |||
| Sale | 100,000 | 5.1200 GBP | |||
| Sale | 143,156 | 5.1090 GBP | |||
| Sale | 157,284 | 5.1027 GBP | |||
| Sale | 369,980 | 5.1161 GBP | |||
| Sale | 386,369 | 5.1057 GBP |
(b) Derivatives transactions (other than options)
| Product | Nature of dealing | Number of | Price per | ||||
| description | reference | unit | |||||
| securities | |||||||
| CFD | Long | 1,000 | 5.1493 GBP | ||||
| SWAP | Long | 12,700 | 5.0931 GBP | ||||
| CFD | Long | 19,865 | 5.1026 GBP | ||||
| SWAP | Long | 39,361 | 5.1083 GBP | ||||
| CFD | Long | 137,574 | 5.1317 GBP | ||||
| SWAP | Long | 216,080 | 5.1074 GBP | ||||
| CFD | Short | 5,456 | 5.1008 GBP | ||||
| CFD | Short | 24,021 | 5.1101 GBP | ||||
| SWAP | Short | 35,904 | 5.1163 GBP | ||||
| SWAP | Short | 40,167 | 5.1082 GBP | ||||
| CFD | Short | 130,000 | 5.1005 GBP | ||||
| SWAP | Short | 1,054,000 | 5.0876 GBP |
(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(b), 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 exempt principal trader 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 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: | 19 Jul 2013 | |
| 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.
Copyright Business Wire 2013
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