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Form 8.5 - NEX GROUP PLC

19th Mar 2018 11:48

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

NEX GROUP PLC

(c) Name of the party to the offer with which exempt principal trader is connected:

CME GROUP INC

(d) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

16 March 2018

(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 CME GROUP INC

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: 17.5P Oridinary
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 5,915,449 1.56% 2,496,726 0.66%
(2) Cash-settled derivatives:
512,244 0.13% 5,341,586 1.41%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
(4)
TOTAL: 6,427,693 1.69% 7,838,312 2.06%

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

(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
17.5P Oridinary Purchase 2,548,013 8.9338 GBP 8.7396 GBP
17.5P Oridinary Sale 1,637,406 8.9937 GBP 8.7057 GBP
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
17.5P Oridinary CFD Long 100 8.5492 GBP
17.5P Oridinary CFD Long 100 8.8192 GBP
17.5P Oridinary CFD Long 787 8.8826 GBP
17.5P Oridinary CFD Long 6,150 8.8997 GBP
17.5P Oridinary SWAP Long 12,835 8.9752 GBP
17.5P Oridinary CFD Long 18,092 8.7603 GBP
17.5P Oridinary CFD Long 28,626 8.8510 GBP
17.5P Oridinary SWAP Long 34,323 8.7865 GBP
17.5P Oridinary CFD Long 35,545 8.9842 GBP
17.5P Oridinary CFD Long 43,792 8.8375 GBP
17.5P Oridinary SWAP Long 78,530 8.8618 GBP
17.5P Oridinary CFD Long 78,863 8.7847 GBP
17.5P Oridinary CFD Long 153,398 8.9927 GBP
17.5P Oridinary CFD Long 174,134 8.8126 GBP
17.5P Oridinary CFD Short 100 8.9058 GBP
17.5P Oridinary CFD Short 266 8.9014 GBP
17.5P Oridinary SWAP Short 1,069 8.8587 GBP
17.5P Oridinary CFD Short 3,771 8.8151 GBP
17.5P Oridinary CFD Short 4,000 8.7600 GBP
17.5P Oridinary SWAP Short 4,548 8.8272 GBP
17.5P Oridinary CFD Short 9,910 8.8168 GBP
17.5P Oridinary SWAP Short 10,849 8.8322 GBP
17.5P Oridinary CFD Short 15,798 8.9538 GBP
17.5P Oridinary CFD Short 32,356 8.7400 GBP
17.5P Oridinary SWAP Short 61,697 8.8278 GBP
17.5P Oridinary CFD Short 65,865 8.7405 GBP
17.5P Oridinary SWAP Expires 15/01/2019 Short 108,863 8.8396 GBP
17.5P Oridinary SWAP Short 228,454 8.8339 GBP
17.5P Oridinary SWAP Expires 15/01/2019 Short 425,454 8.8681 GBP
17.5P Oridinary SWAP Short 567,153 8.7667 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:

19 Mar 2018

Contact name:

Elise Tang

Telephone number:

0207 1163 001

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: https://www.businesswire.com/news/home/20180319005595/en/

Copyright Business Wire 2018


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