Source - BUS

Form 8.5 (EPT/NON-RI) - NEX GROUP PLC

BARCLAYS PLC

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

17 May 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 ordinary
  Interests   Short Positions
    Number   (%) Number   (%)
(1) Relevant securities owned
and/or controlled: 8,674,245 2.28% 1,944,316 0.51%
           
(2) Cash-settled derivatives:
142,002 0.04% 8,071,365 2.13%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 8,816,247 2.32% 10,015,681 2.64%

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
17.5p ordinary Purchase 394,288 10.0100 GBP 9.9537 GBP
17.5p ordinary Sale 215,872 10.0100 GBP 9.94 GBP

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
17.5p ordinary SWAP Long 305 9.9750 GBP
17.5p ordinary CFD Long 658 9.9866 GBP
17.5p ordinary SWAP Long 938 9.9652 GBP
17.5p ordinary CFD Long 1,703 9.9941 GBP
17.5p ordinary SWAP Long 5,073 9.9758 GBP
17.5p ordinary SWAP Long 6,277 9.9600 GBP
17.5p ordinary SWAP Long 7,675 9.9791 GBP
17.5p ordinary SWAP Long 20,537 9.9650 GBP
17.5p ordinary CFD Short 1,360 9.9966 GBP
17.5p ordinary SWAP Short 2,179 9.9731 GBP
17.5p ordinary CFD Short 2,200 10.0013 GBP
17.5p ordinary CFD Short 4,345 9.9649 GBP
17.5p ordinary SWAP Short 5,166 9.9830 GBP
17.5p ordinary SWAP Short 5,432 9.9693 GBP
17.5p ordinary SWAP Short 8,049 9.9682 GBP
17.5p ordinary CFD Short 24,919 9.9657 GBP
17.5p ordinary SWAP Short 29,457 9.9773 GBP
17.5p ordinary SWAP Short 29,691 9.9617 GBP
17.5p ordinary SWAP Short 111,370 9.9670 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: 18 May 2018
Contact name: Femi Badmos
Telephone number: 020 3555 1125

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.