Form 8.5 (EPT/NON-RI) - INTERNATIONAL POWER PLC - AMENDMENT

LONDON--(BUSINESS WIRE)--

FORM 8.5 (EPT/NON-RI) AMENDMENT

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	INTERNATIONAL POWER PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Advisor to Offeree
(d) Date position held/dealing undertaken:	16 May 2012
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO

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:	35,405,003	0.70%	4,022,730	0.08%
(2)	Derivatives (other than
	options):	2,022,607	0.04%	21,229,105	0.42%
(3)	Options and agreements to
	purchase/sell:	3,281,532	0.06%	2,574,000	0.05%
(4)	TOTAL:
		40,709,142	0.80%	27,825,835	0.55%

Class of relevant security:		Convertible Bond	XS0173110262
		Interests		Short Positions
		Number	(%)	Number	(%)
(1)	Relevant securities owned
	and/or controlled:	70,000	0.03%	0	0.00%
(2)	Derivatives (other than
	options):	0	0.00%	0	0.00%
(3)	Options and agreements to
	purchase/sell:	0	0.00%	0	0.00%
(4)	TOTAL:
		70,000	0.03%	0	0.00%

Class of relevant security:		Convertible Bond	XS0261440860
		Interests		Short Positions
		Number	(%)	Number	(%)
(1)	Relevant securities owned
	and/or controlled:	1,050,000	0.46%	0	0.00%
(2)	Derivatives (other than
	options):	0	0.00%	0	0.00%
(3)	Options and agreements to
	purchase/sell:	0	0.00%	0	0.00%
(4)	TOTAL:
		1,050,000	0.46%	0	0.00%

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	Purchase	2,740	4.1878 GBP
ORD	Purchase	3,688	4.1894 GBP
ORD	Purchase	3,894	4.1895 GBP
ORD	Purchase	4,900	4.1884 GBP
ORD	Purchase	13,667	4.1908 GBP
ORD	Purchase	15,416	4.1903 GBP
ORD	Purchase	49,105	4.1860 GBP
ORD	Purchase	700,000	4.1900 GBP
ORD	Purchase	41,069	4.1945 GBP
ORD	Purchase	89,591	4.1870 GBP
ORD	Purchase	536,856	4.1904 GBP
ORD	Purchase	648,995	4.1900 GBP
ORD	Sale	4,658	4.1871 GBP
ORD	Sale	9,320	4.1900 GBP
ORD	Sale	14,162	4.1890 GBP
ORD	Sale	37,692	4.1885 GBP
ORD	Sale	63,320	4.1860 GBP
ORD	Sale	104,152	4.1893 GBP
ORD	Sale	286,521	4.1896 GBP
ORD	Sale	550,893	4.1892 GBP
ORD	Sale	3,348,613	4.1899 GBP

(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	2,761	4.1857 GBP
ORD	SWAP	Long	30,000	3.6000 GBP
ORD	CFD	Long	72,290	4.1879 GBP
ORD	CFD	Short	2,177	4.1945 GBP
ORD	SWAP	Short	4,900	4.1884 GBP
ORD	CFD	Short	31,746	4.1914 GBP
ORD	CFD	Short	38,892	4.1944 GBP
ORD	CFD	Short	700,000	4.1900 GBP

(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:	21 May 2012
Contact name:	Geoff Smith
Telephone number:	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 [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

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 “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:	INTERNATIONAL POWER PLC

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	Futures	Purchased	94,000	3.6289		30 Jun 2012
ORD	Call Options	Purchased	687,532	3.7155	European	24 May 2012
ORD	Put Options	Written	-50,000	3.6000	American	18 May 2012
ORD	Put Options	Written	-2,500,000	3.8000	American	18 May 2012
ORD	Call Options	Purchased	2,500,000	4.4000	American	18 May 2012
ORD	Call Options	Written	-24,000	3.6000	American	18 May 2012

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 [phone].

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

Category Code: FEO

Sequence Number: 327532

Time of Receipt (offset from UTC): 20120521T114826+0100