Form 8.3 - NORTHUMBRIAN WATER GROUP PLC
Form 8.3 - NORTHUMBRIAN WATER GROUP PLC
BARCLAYS PLC
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Codeâ€)
1. KEY INFORMATION
| (a) | Â | Identity of the person whose positions/dealings | Â | Barclays PLC. | |
| Â | are being disclosed: | Â | |||
| (b) | Owner or controller of interest and short | ||||
| Â | positions disclosed, if different from 1(a): | Â | |||
| (c) | Name of offeror/offeree in relation to whose | NORTHUMBRIAN WATER GROUP PLC | |||
| Â | relevant securities this form relates: | Â | |||
| (d) | If an exempt fund manager connected with an | ||||
| offeror/offeree, state this and specify identity of | |||||
| Â | offeror/offeree: | Â | |||
| (e) | Date position held/dealing undertaken: | 9 August 2011 | |||
| (f) | Has the discloser previously disclosed, or are | NO | |||
| they today disclosing, under the Code in respect | |||||
| Â | of any other party to this offer? | Â |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(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: | Â | Â | Â | ORD | Â | Â | Â | Â | Â | Â | |
| Interests | Â | Short Positions | Â | ||||||||
| Â | Â | Number | (%) | Number | (%) | ||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 4,689,179 | 0.90% | 128,151 | 0.02% | |||||||
| Â | Â | Â | Â | Â | Â | ||||||
| (2) | Derivatives (other than | ||||||||||
| options): | 14,839 | 0.00% | 2,703,205 | 0.52% | |||||||
| Â | Â | Â | Â | Â | Â | ||||||
| (3) | Options and agreements to | ||||||||||
| purchase/sell: | 750,000 | 0.14% | 750,000 | 0.14% | |||||||
| Â | Â | Â | Â | Â | Â | ||||||
| (4) | TOTAL: | ||||||||||
| 5,454,018 | 1.05% | 3,581,356 | 0.69% |
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: | Â |
| Details, including nature of the rights concerned and relevant percentages: | Â |
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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
| Class of relevant | Â | Purchase/sale | Â | Number of | Â | Price per unit | |
| security | Â | securities | Â | ||||
| ORD | Purchase | 500 | 4.6458 GBP | ||||
| ORD | Purchase | 4,689 | 4.6473 GBP | ||||
| ORD | Purchase | 27,981 | 4.6417 GBP | ||||
| ORD | Purchase | 31,591 | 4.6378 GBP | ||||
| ORD | Purchase | 57,646 | 4.6481 GBP | ||||
| ORD | Purchase | 63,962 | 4.6382 GBP | ||||
| ORD | Purchase | 200,000 | 4.6802 GBP | ||||
| ORD | Purchase | 500,000 | 4.6496 GBP | ||||
| ORD | Purchase | 2,000,000 | 4.6515 GBP | ||||
| ORD | Sale | 600 | 4.6463 GBP | ||||
| ORD | Sale | 1,228 | 4.6512 GBP | ||||
| ORD | Sale | 13,055 | 4.6487 GBP | ||||
| ORD | Sale | 112,412 | 4.6390 GBP | ||||
| ORD | Sale | 165,839 | 4.6535 GBP | ||||
| ORD | Sale | 189,459 | 4.6534 GBP | ||||
| ORD | Sale | 200,000 | 4.6468 GBP | ||||
| ORD | Sale | 406,976 | 4.6540 GBP |
(b) Derivatives transactions (other than options)
| Class of | Â | Product | Â | Nature of dealing | Â | Number of | Â | Price per | |
| relevant | description | reference | unit | ||||||
| security | Â | Â | securities | Â | |||||
| ORD | CFD | Long | 1,228 | 4.6511 GBP | |||||
| ORD | CFD | Long | 170,445 | 4.6453 GBP | |||||
| ORD | CFD | Short | 444,791 | 4.6494 GBP | |||||
| ORD | CFD | Short | 500,000 | 4.6496 GBP |
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
| Class of relevant security | Â | Product description e.g. call option | Â | Writing, purchasing, selling, varying etc. | Â | Number of securities to which option relates | Â | Exercise price per unit | Â |
Type
e.g. American, European etc. |
 | Expiry date |  | Option money paid/ received per unit |
(ii) Exercising
| Class of relevant security | Â |
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 | Â |
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(c), 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 person 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 person 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? | Â |
YES |
| Date of disclosure: | Â |
10 Aug 2011 |
| Contact name: | Â | Geoff Smith |
| Telephone number: | Â | 020 7116 2913 |
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.
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 “Codeâ€)
1. KEY INFORMATION
| Identity of the person whose positions/dealings | Â | Barclays PLC. |
| are being disclosed: | Â | |
| Name of offeror/offeree in relation to whose | NORTHUMBRIAN WATER GROUP PLC | |
| relevant securities this from relates: | Â |
2. OPTIONS AND DERIVATIVES
| Class | Â | Product | Â | Writing, | Â | Number | Â | Exercise | Â | Type | Â | Expiry | |
| of | description | purchasing, | of | price | date | ||||||||
| relevant | selling, | securities | per unit | ||||||||||
| security | varying etc | to which | |||||||||||
| option | |||||||||||||
| Â | Â | Â | relates | Â | Â | Â | |||||||
| ORD | Call Options | Purchased | 750,000 | 4.6000 | European | 16 Dec 2011 | |||||||
| ORD | Call Options | Written | -750,000 | 3.8000 | European | 16 Dec 2011 |
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 (“CFDsâ€) 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.
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