REG-BARCLAYS PLC FORM 8.5 (EPT/NON-RI) - INMARSAT PLC

BarclaysAnnouncement

15/04/2019 11:17

      FORM 8.5 (EPT/NON-RI) - INMARSAT 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
          
        
        

           
        
        

          

            INMARSAT PLC
          
        
      
      

        

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

           
        
        

          

            Triton Bidco owned by a consortium of funds advised by Apax 
            Partners LLP; funds advised by Warburg Pincus or its affiliates; 
            Canada Pension Plan Investment Board and Ontario Teachers’ Pension 
            Plan
          
        
      
      

        

          (d) Date position held/dealing undertaken:

          

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

           
        
        

          

            12 April 2019
          
        
      
      

        

          (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”
          
        
        

           
        
        

          

            NO
          
        
      
    

      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:
        
        

           
        
        

           
        
        

           
        
        

          EUR 0.0005 ordinary
        
        

           
        
        

           
        
        

           
        
        

           
        
        

           
        
        

           
        
        

        
      
      

        

        
        

        
        

        
        

        
        

          Interests
        
        

        
        

           
        
        

        
        

          Short Positions
        
        

        
        

           
        
        

        
      
      

        

           
        
        

        
        

           
        
        

        
        

          Number
        
        

        
        

          (%)
        
        

        
        

          Number
        
        

        
        

          (%)
        
        

        
      
      

        

          (1)
        
        

        
        

          Relevant securities owned
        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
      
      

        

        
        

        
        

          and/or controlled:
        
        

        
        

          5,176,589
        
        

        
        

          1.12%
        
        

        
        

          3,177,573
        
        

        
        

          0.69%
        
        

        
      
      

        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
      
      

        

          (2)
        
        

        
        

          Cash-settled derivatives:
        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
      
      

        

        
        

        
        

        
        

        
        

          52,291
        
        

        
        

          0.01%
        
        

        
        

          4,593,413
        
        

        
        

          0.99%
        
        

        
      
      

        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
      
      

        

          (3)
        
        

        
        

          Stock-settled derivatives (including options)
        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
      
      

        

        
        

        
        

          and agreements to purchase/sell:
        
        

        
        

          0
        
        

        
        

          0.00%
        
        

        
        

          0
        
        

        
        

          0.00%
        
        

        
      
      

        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
      
      

        

          (4)
        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
      
      

        

        
        

        
        

          TOTAL:
        
        

        
        

          5,228,880
        
        

        
        

          1.13%
        
        

        
        

          7,770,986
        
        

        
        

          1.68%
        
        

        
      
      

        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

           
        
      
      

        

          Class of relevant security:
        
        

        
        

           
        
        

        
        

          Convertible Bond XS1486508887
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
      
      

        

        
        

        
        

        
        

        
        

          Interests
        
        

        
        

           
        
        

        
        

          Short Positions
        
        

        
        

           
        
        

        
      
      

        

           
        
        

        
        

           
        
        

        
        

          Number
        
        

        
        

          (%)
        
        

        
        

          Number
        
        

        
        

          (%)
        
        

        
      
      

        

          (1)
        
        

        
        

          Relevant securities owned
        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
      
      

        

        
        

        
        

          and/or controlled:
        
        

        
        

          0
        
        

        
        

          0.00%
        
        

        
        

          2,000,000
        
        

        
        

          0.31%
        
        

        
      
      

        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
      
      

        

          (2)
        
        

        
        

          Cash-settled derivatives:
        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
      
      

        

        
        

        
        

        
        

        
        

          0
        
        

        
        

          0.00%
        
        

        
        

          0
        
        

        
        

          0.00%
        
        

        
      
      

        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
      
      

        

          (3)
        
        

        
        

          Stock-settled derivatives (including options)
        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
      
      

        

        
        

        
        

          and agreements to purchase/sell:
        
        

        
        

          0
        
        

        
        

          0.00%
        
        

        
        

          0
        
        

        
        

          0.00%
        
        

        
      
      

        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
      
      

        

          (4)
        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
      
      

        

        
        

        
        

          TOTAL:
        
        

        
        

          0
        
        

        
        

          0.00%
        
        

        
        

          2,000,000
        
        

        
        

          0.31%
        
        

        
      
    

      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
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          Purchase
        
        

        
        

          461,646
        
        

        
        

          5.4454 GBP
        
        

        
        

          5.4268 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          Sale
        
        

        
        

          159,327
        
        

        
        

          5.4343 GBP
        
        

        
        

          5.4267 GBP
        
        

        
      
      

        

          Convertible Bond
        
        

        
        

          Sale
        
        

        
        

          400,000
        
        

        
        

          149.8750 USD
        
        

        
        

          149.875 USD
        
        

        
      
      

        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

           
        
      
      

        

          (b)
        
        

        
        

          Cash-settled derivative transactions
        
        

        
        

           
        
        

        
        

           
        
        

        
        

           
        
        

        
      
      

        

          Class of
        
        

        
        

          Product
        
        

        
        

          Nature of dealing
        
        

        
        

          Number of
        
        

        
        

          Price per
        
        

        
      
      

        

          relevant
        
        

        
        

          description
        
        

        
        

        
        

        
        

          reference
        
        

        
        

          unit
        
        

        
      
      

        

          security
        
        

        
        

           
        
        

        
        

           
        
        

        
        

          securities
        
        

        
        

           
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          SWAP
        
        

        
        

          Long
        
        

        
        

          370
        
        

        
        

          5.4300 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Long
        
        

        
        

          551
        
        

        
        

          5.4288 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Long
        
        

        
        

          5,241
        
        

        
        

          5.4308 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Long
        
        

        
        

          16,146
        
        

        
        

          5.4296 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Long
        
        

        
        

          16,212
        
        

        
        

          5.4291 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          SWAP
        
        

        
        

          Long
        
        

        
        

          19,451
        
        

        
        

          5.4311 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          SWAP
        
        

        
        

          Long
        
        

        
        

          29,146
        
        

        
        

          5.4280 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Long
        
        

        
        

          47,536
        
        

        
        

          5.4317 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Short
        
        

        
        

          100
        
        

        
        

          5.4345 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Short
        
        

        
        

          5,581
        
        

        
        

          5.4367 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Short
        
        

        
        

          8,249
        
        

        
        

          5.4309 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          SWAP
        
        

        
        

          Short
        
        

        
        

          20,029
        
        

        
        

          5.4390 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          SWAP
        
        

        
        

          Short
        
        

        
        

          50,216
        
        

        
        

          5.4319 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Short
        
        

        
        

          72,107
        
        

        
        

          5.4310 GBP
        
        

        
      
      

        

          EUR 0.0005 ordinary
        
        

        
        

          CFD
        
        

        
        

          Short
        
        

        
        

          127,585
        
        

        
        

          5.4304 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:
        
        

           
        
        

          

            15 April 2019
          
        
      
      

        

          Contact name:
        
        

        
        

          

            Large Holdings Regulatory Operations
          
        
      
      

        

          Telephone number:
        
        

        
        

          

            020 3134 7213
          
        
      
    

      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.
    

    
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      BARCLAYS PLC