Form 8 (DD) - Tesco PLC

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:	Dave Lewis
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Tesco PLC
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Director of Tesco PLC
(e) Date dealing undertaken:	23 February 2018
(f)  In addition to the company in 1(c) above, is the discloser 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 PERSON MAKING THE DISCLOSURE

 

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.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

 

Class of relevant security:	Ordinary shares of 5 pence each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	103,346*	0.0013	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	103,346	0.0013	Nil	-

*This includes 2,887 held in the Tesco Share Incentive Plan (SIP).

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities (including directors' and other employee options)

 

Tesco Savings Related Share Option Scheme (SAYE)

 

Name	Grant date	Shares in respect of which options granted	Exercise price	Exercise Date/Period
Dave Lewis	18 November 2015	11,920	151.00 pence per share	1 February 2019 to 31 July 2019

 

 

Nil Cost Options

 

Name of scheme	Grant date	Shares in respect of which options granted1	Exercise price	Exercise date/period
Performance Share Plan 2011	11 May 2017	1,919,978	Nil cost option	11 May 2020 to 11 May 2027
Performance Share Plan 2011	12 May 2016	2,173,013	Nil cost option	12 May 2019 to 12 May 2026
Performance Share Plan 2011	24 July 2015	1,575,403	Nil cost option	24 July 2018 to 24 July 2025
Executive Incentive Plan 2014	11 May 2017	659,337	Nil cost option	11 May 2020 to 11 May 2027
Executive Incentive Plan 2014	12 May 2016	944,767	Nil cost option	12 May 2019 to 12 May 2026
Executive Incentive Plan 2014	12 May 2016	472,383	Nil cost option	24 November 2017 to 12 May 2026
Awards granted under Listing Rule 9.4.2 (buy-out awards)	24 October 2014	613,365	Nil cost option	14 February 2017 to 24 October 2024
Awards granted under Listing Rule 9.4.2 (buy-out awards)	24 October 2014	454,694	Nil cost option	17 February 2015 to 24 October 2024
Awards granted under Listing Rule 9.4.2 (buy-out awards)	24 October 2014	611,205	Nil cost option	18 February 2016 to 24 October 2024

¹ "Shares in respect of which options granted" include dividend equivalent options added since the grant date.

 

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

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.

 

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

 

(a)        Purchases and sales

 

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 

Class of relevant security	Purchase/sale	Number of securities	Price per unit
Ordinary shares of 5 pence	Purchase under the Partnership Share Scheme of the SIP	67	£2.05955

 

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

 

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
N/A	N/A	N/A	N/A	N/A

 

(b)        Cash-settled derivative transactions

 

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A	N/A	N/A	N/A	N/A

 

(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
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

 

(ii)        Exercise

 

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details1	Price per unit (if applicable)
N/A	N/A	N/A	N/A

 

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 party to the offer or person acting in concert making the disclosure and any other person: 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 party to the offer or person acting in concert 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

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

 

 

Date of disclosure:	26 February 2018
Contact name:	Robert Welch
Telephone number:	+44 (0) 7793 222569

 

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 dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.