REG-BARCLAYS PLC Form 8.5 (EPT/NON-RI)- SCHNEIDER ELECTRIC SA

Fri Dec 27, 2013 6:18am EST

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Form 8.5 (EPT/NON-RI)- SCHNEIDER ELECTRIC SA

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

 

SCHNEIDER ELECTRIC SA

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

Advisor to Offeree

(d) Date position held/dealing undertaken:  

24 December 2013

(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?  

YES:

INVENSYS PLC

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: 1,940,036 0.35% 1,478,925 0.26%
           
(2) Derivatives (other than
options): 1,830,334 0.33% 506,608 0.09%
           
(3) Options and agreements to
purchase/sell: 682,000 0.12% 869,000 0.16%
           
(4) TOTAL:
4,452,370 0.79% 2,854,533 0.51%

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

Class of relevant   Purchase/sale   Number of   Price per unit
security   securities  
ORD (traded as ADR) Purchase 2 17.0300 USD
ORD Purchase 32 61.7900 EUR
ORD Purchase 57 62.2000 EUR
ORD Purchase 80 61.8700 EUR
ORD Purchase 89 62.0525 EUR
ORD (traded as ADR) Purchase 116 17.0700 USD
ORD Purchase 166 61.8963 EUR
ORD Purchase 300 62.1300 EUR
ORD Purchase 474 62.1264 EUR
ORD Purchase 804 62.1400 EUR
ORD Purchase 1,128 61.8952 EUR
ORD Purchase 2,000 62.1385 EUR
ORD Purchase 3,370 61.7590 EUR
ORD Purchase 10,094 62.1083 EUR
ORD (traded as ADR) Sale 2 17.0300 USD
ORD Sale 32 61.7900 EUR
ORD Sale 32 61.7974 EUR
ORD Sale 114 62.2000 EUR
ORD (traded as ADR) Sale 116 17.0700 USD
ORD Sale 124 62.3745 EUR
ORD Sale 219 62.1427 EUR
ORD Sale 248 62.2976 EUR
ORD Sale 300 62.1300 EUR
ORD Sale 500 17.0700 USD
ORD Sale 677 62.1392 EUR
ORD Sale 804 62.1400 EUR
ORD Sale 941 62.2878 EUR
ORD Sale 1,104 62.1372 EUR
ORD Sale 3,132 61.8200 EUR
ORD Sale 15,262 62.2308 EUR

(b) Derivatives transactions (other than options)

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD SWAP Long 124 62.3738 EUR
ORD CFD Long 1,189 62.2805 EUR
ORD CFD Long 15,262 62.2308 EUR
ORD CFD Long 100 17.0700 USD
ORD CFD Short 4,498 61.8004 EUR

(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?  

YES

Date of disclosure:  

27 Dec 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 monitoring@disclosure.org.uk. 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.

143221.01

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of person whose open positions are being disclosed:  

BARCLAYS CAPITAL SECURITIES LTD

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

SCHNEIDER ELECTRIC SA

2. OPTIONS AND DERIVATIVES

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
ORD Put Options Written -300,000 57.7500 European 18 Dec 2015
ORD Call Options Written -250,000 57.7500 European 18 Dec 2015
ORD Put Options Purchased 150,000 38.0000 American 20 Jun 2014
ORD Put Options Purchased 100,000 48.0000 American 19 Dec 2014
ORD Put Options Written -100,000 50.0000 American 19 Dec 2014
ORD Put Options Written -50,000 52.0000 American 19 Dec 2014
ORD Call Options Purchased 63,700 60.0000 American 21 Feb 2014
ORD Call Options Purchased 75,000 60.0000 American 19 Dec 2014
ORD Call Options Purchased 50,000 64.0000 American 19 Dec 2014
ORD Call Options Purchased 43,300 68.0000 American 17 Jan 2014
ORD Call Options Purchased 100,000 68.0000 American 20 Jun 2014
ORD Call Options Purchased 100,000 80.0000 American 19 Dec 2014
ORD Call Options Written -119,000 60.0000 American 21 Feb 2014
ORD Call Options Written -50,000 64.0000 American 19 Dec 2014

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences (“CFDs”) or spread bets.

The currency of all prices and other monetary amounts should be stated.

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.

BARCLAYS PLC

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