Electronic Data Processing : Form 8 (OPD)

Microsoft Word - OPD EDP 18 April.doc FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1. KEY INFORMATION

   
   

   (a) Full name of discloser:	Electronic Data Processing PLC
   (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.	N/A
   (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Electronic Data Processing PLC
   (d) Is the discloser the offeror or the offeree?	OFFEREE
   (e) Date position held: The latest practicable date prior to the disclosure	19 April 2016
   (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 PARTY TO THE OFFER 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.

   
   

3. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

   
   

   Class of relevant security:
   Interests		Short positions
   Number	%	Number	%
   (1) Relevant securities owned and/or controlled:	-	-	-	-
   (2) Cash-settled derivatives:	-	-	-	-
   (3) Stock-settled derivatives (including options) and agreements to purchase/sell:	-	-	-	-
   TOTAL:	-	-	-	-

   
   

   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).

4. Rights to subscribe for new securities

5. 
   

   Class of relevant security in relation to which subscription right exists:	nil
   Details, including nature of the rights concerned and relevant percentages:	nil

   
   

   
   

6. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

   
   

   Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

   3(a) Beneficial and non-beneficial holdings of directors of Electronic Data Processing PLC in its ordinary shares of 5p each: Directors Number of Electronic Data Percentage of issued share Processing Shares of 5p each capital Sir Michael Heller 3,568,550 28.3% Julian Wassell 95,000 0.8% James Storey 5,000 0.04% Chris Spicer 1,000 0.008% Andrew Heller 407,750* (non-beneficial) 3.2% *These are included in the shareholding of Sir Michael Heller 3(b) Electronic Data Processing PLC has granted the following options in respect of ordinary shares of 5p each under the Company's Enterprise Management Incentive Share Option Plan. All share options had a grant date of 30 September 2010 except for Dave Ward where the grant date was 5 February 2013. Employee Name Number of options Exercise price Exercise period Julian Wassell 100,000 45.5p 30/09/2013 - 29/09/2020 James Storey 45,000 45.5p 30/09/2013 - 29/09/2020 Chris Spicer 90,000 45.5p 30/09/2013 - 29/09/2020 Jayne Hill 45,000 45.5p 30/09/2013 - 29/09/2020 Dave Ward 45,000 58.0p 05/02/2016 - 04/02/2023 Peter Davey 90,000 45.5p 30/09/2013 - 29/09/2020 Business Computer Systems PLC, which is 100% owned dormant subsidiary of the Company, holds 1,113 shares of the Company.

   
   

   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).

   
   

7. OTHER INFORMATION

8. 
   
9. 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 making the disclosure or any person acting in concert with it:

   Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

   
   

   none

   
   

   
   

10. 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 making the disclosure, or any person acting in concert with it, and any other person relating to:
11. the voting rights of any relevant securities under any option; or
12. the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

13. If there are no such agreements, arrangements or understandings, state "none"

    
    

    none

    
    

    
    

14. Attachments

15. 
    

    Are any Supplemental Forms attached?

    
    

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

    
    

    Date of disclosure:	20 April 2016
    Contact name:	Susan Jarram
    Telephone number:	0121 352 6282

    
    

    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 disclosure requirements on [phone].

    
    

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