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Form 8.5 (EPT/NON-RI) - WILLIAM HILL PLC

10th Aug 2016 11:50

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 WILLIAM HILL PLC
relevant securities this form relates:
(c) Name of the party to the offer with which exempt WILLIAM HILL PLC
principal trader is connected
(d) Date position held/dealing undertaken: 09 August 2016
(e) In addition to the company in 1(b) above, is the exempt principal YES:
trader making disclosures in respect of any other party to the offer? RANK GROUP PLC
888 HOLDINGS 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: 7,571,772 0.87% 6,392,978 0.74%
(2) Cash-settled derivatives:
6,124,597 0.70% 1,208,801 0.14%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
(4)
TOTAL: 13,696,369 1.58% 7,601,779 0.87%

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
ORD Purchase 1,193,032 3.4082 GBP 3.2116 GBP
ORD Sale 1,421,741 3.4080 GBP 3.212 GBP
ADR Purchase 1,500 17.3666 USD 17.3666 USD
ADR Sale 8,379 17.4496 USD 17.4496 USD

(b) Cash-settled derivative transactions

Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD CFD Long 113 3.2880 GBP
ORD CFD Long 1,231 3.2899 GBP
ORD SWAP Long 4,988 3.2966 GBP
ORD CFD Long 7,500 3.3796 GBP
ORD CFD Long 10,000 3.3395 GBP
ORD CFD Long 10,000 3.3455 GBP
ORD SWAP Long 13,062 3.3024 GBP
ORD SWAP Long 14,070 3.3793 GBP
ORD CFD Long 18,924 3.3231 GBP
ORD CFD Long 20,000 3.3456 GBP
ORD CFD Long 20,000 3.3757 GBP
ORD CFD Long 20,000 3.4186 GBP
ORD CFD Long 22,947 3.3703 GBP
ORD CFD Long 30,000 3.3952 GBP
ORD CFD Long 30,000 3.4087 GBP
ORD CFD Long 35,000 3.3307 GBP
ORD CFD Long 36,061 3.3714 GBP
ORD CFD Long 43,748 3.3125 GBP
ORD CFD Long 47,500 3.4096 GBP
ORD CFD Long 50,000 3.3747 GBP
ORD CFD Long 51,030 3.2480 GBP
ORD CFD Long 58,500 3.3647 GBP
ORD SWAP Long 77,205 3.2928 GBP
ORD CFD Long 80,000 3.2809 GBP
ORD CFD Long 100,000 3.3577 GBP
ORD SWAP Long 155,723 3.3205 GBP
ORD CFD Long 184,232 3.3583 GBP
ORD CFD Short 5,000 3.4002 GBP
ORD SWAP Short 5,893 3.3438 GBP
ORD CFD Short 3,052 3.2894 GBP
ORD SWAP Short 8,829 3.2688 GBP
ORD CFD Short 9,844 3.3410 GBP
ORD CFD Short 10,000 3.2002 GBP
ORD SWAP Short 11,844 3.3124 GBP
ORD CFD Short 19,360 3.2102 GBP
ORD CFD Short 20,000 3.2131 GBP
ORD CFD Short 21,776 3.3348 GBP
ORD CFD Short 23,182 3.2001 GBP
ORD CFD Short 25,000 3.3332 GBP
ORD CFD Short 25,000 3.3344 GBP
ORD CFD Short 25,000 3.3460 GBP
ORD CFD Short 25,000 3.3637 GBP
ORD CFD Short 25,000 3.3798 GBP
ORD CFD Short 30,000 3.3998 GBP
ORD CFD Short 31,181 3.3090 GBP
ORD SWAP Short 34,114 3.3245 GBP
ORD CFD Short 36,249 3.3268 GBP
ORD CFD Short 40,842 3.2902 GBP
ORD CFD Short 75,000 3.4082 GBP
ORD CFD Short 80,000 3.3102 GBP
ORD CFD Short 80,000 3.3387 GBP
ORD CFD Short 150,060 3.2900 GBP
ORD SWAP Short 166,225 3.3366 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: 10 Aug 2016
Contact name: Pinar Coktas
Telephone number: 020 7116 1165

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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160810005533/en/

Copyright Business Wire 2016


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