| 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 |
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| (a) | Name of exempt principal trader: | BARCLAYS CAPITAL SECURITIES LTD |
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| (b) | Name of offeror/offeree in relation to whose | BIFFA PLC |
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| | relevant securities this form relates: |
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| (c) | Name of the party to the offer with which exempt | Energy Capital Partners, LLC |
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| | principal trader is connected | |
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| (d) | Date position held/dealing undertaken: | 05 July 2022 |
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| (e) | In addition to the company in 1(b) above, is the exempt principal | NO |
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| | trader making disclosures in respect of any other party to the offer? | | | |
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| 2. | POSITIONS OF THE EXEMPT PRINCIPAL TRADER |
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| (a) | Interests and short positions in the relevant securities of the offeror or offeree |
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| to which the disclosure relates following the dealing (if any) |
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| Class of relevant security: | 1p ordinary | | |
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| | Interests | Short Positions |
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| | Number | (%) | Number | (%) |
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| (1) | Relevant securities owned | | | | |
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| | and/or controlled: | 11,973,716 | 3.91% | 1,716,305 | 0.56% |
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| (2) | Cash-settled derivatives: | | | | |
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| | | | 1,497,740 | 0.49% | 11,715,857 | 3.83% |
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| (3) | Stock-settled derivatives (including options) | | | | |
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| | and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% |
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| | | | | | |
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| | TOTAL: | | 13,471,456 | 4.40% | 13,432,162 | 4.39% |
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| (b) | Rights to subscribe for new securities (including directors and other executive |
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| options) |
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| Class of relevant security in relation to | |
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| which subscription right exists |
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| Details, including nature of the rights | |
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| concerned and relevant percentages: |
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| 3. | DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER | ||||||
| (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 |
| 1p ordinary | Purchase | 440,802 | 3.7769 GBP | 3.7418 GBP | |||
| 1p ordinary | Sale | 210,135 | 3.7873 GBP | 3.7333 GBP | |||
| (b) | Cash-settled derivative transactions | | |||||
| Class of | | Product | | Nature of dealing | | Number of | Price per |
| relevant | | description | | | | reference | unit |
| security | | | | | | securities | |
| 1p ordinary | SWAP | Decreasing Long | 12,019 | 3.7478 GBP | |||
| 1p ordinary | CFD | Decreasing Short | 361 | 3.7873 GBP | |||
| 1p ordinary | CFD | Decreasing Short | 9,778 | 3.7574 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 11,924 | 3.7653 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 2 | 3.7664 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 130 | 3.7333 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 399 | 3.7533 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,102 | 3.7765 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,104 | 3.7769 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,878 | 3.7648 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,932 | 3.7688 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 3,557 | 3.7420 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 3,756 | 3.7495 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 3,877 | 3.7449 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 8,533 | 3.7590 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 10,993 | 3.7606 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 10,994 | 3.7635 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 12,140 | 3.7617 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 15,740 | 3.7719 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 25,971 | 3.7428 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 37,952 | 3.7422 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 52,581 | 3.7663 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 109,935 | 3.7645 GBP | |||
| (c) | Stock-settled derivative transactions (including options) | ||||||
| (i) | Writing, selling, purchasing or varying |
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| Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
| of | description | purchasing, | of | price | | date | money |
| relevant | | selling, | securities | per unit | | | paid/ |
| security | | varying etc | to which | | | | received |
| | | | option | | | | per unit |
| | | | relates | | | | |
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| (ii) | Exercising |
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| Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
| security | | | | securities | unit | ||
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| (d) | Other dealings (including subscribing for new securities) | ||||||
| Class of relevant | | Nature of Dealings | | Details | Price per unit (if | | |
| security | | | | applicable) | | ||
| | | | | ||||
| 4. | OTHER INFORMATION | ||||||
| (a) | Indemnity and other dealings arrangements |
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| 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: | |||||||
| 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 of future acquisition or disposal of any relevant securities to which | |||||||
| any derivative is referenced: | | | | | |||
| NONE | |||||||
| (c) | Attachments |
| | | | | |
| Is a Supplemental Form 8 (Open Positions) attached? | NO | ||||||
| Date of disclosure: | 6 Jul 2022 | | | | |||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | | | ||||
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