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REG - Societe Generale SA Ageas NV - Form 8.3 - Ageas SA/NV

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RNS Number : 9682H  Societe Generale SA  22 March 2024

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 "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                      SOCIETE GENERALE SA
 (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   Ageas SA/NV
 relates:

      Use a separate form for each offeror/offeree
 (d) If an exempt fund manager connected with an offeror/offeree, state this
 and specify identity of offeror/offeree:
 (e) Date position held/dealing undertaken:                                       21/03/2024

      For an opening position disclosure, state the latest practicable date
 prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making           Yes: Direct Line Insurance Group plc
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

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
(if any)

 

 Class of relevant security:                                            Ordinary
                                                                        Interests         Short positions

                                                                        Number     %      Number     %
 (1)  Relevant securities owned and/or controlled:                      2,782,515  1.48   2,830,459  1.51
 (2)  Cash-settled derivatives:                                         83,696     0.04   1,014,697  0.54

 (3)  Stock-settled derivatives (including options) and agreements to   60,000     0.03   60,000     0.03
 purchase/sell:
 TOTAL:                                                                 2,926,211  1.56   3,905,156  2.08

 

 

 

 

 

 

 

 

 

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 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

 

 Class of relevant security  Purchase/sale  Number of securities  Price per unit

                                                                  EUR
 Ordinary                    Purchase       240                   40.79
 Ordinary                    Purchase       290                   40.79
 Ordinary                    Purchase       153                   40.79
 Ordinary                    Purchase       283                   40.79
 Ordinary                    Purchase       146                   40.64
 Ordinary                    Purchase       2                     40.74
 Ordinary                    Purchase       67                    40.67
 Ordinary                    Purchase       75                    40.74
 Ordinary                    Purchase       134                   40.74
 Ordinary                    Purchase       1                     40.77
 Ordinary                    Purchase       99                    40.79
 Ordinary                    Purchase       1,138                 40.79
 Ordinary                    Purchase       1,715                 40.79
 Ordinary                    Purchase       8,161                 40.79
 Ordinary                    Purchase       8                     40.73
 Ordinary                    Purchase       1                     40.73
 Ordinary                    Purchase       2                     40.73
 Ordinary                    Sale           55,656                40.79
 Ordinary                    Sale           1,273                 40.77661
 Ordinary                    Sale           718                   40.79
 Ordinary                    Sale           737                   40.79
 Ordinary                    Sale           19                    40.79
 Ordinary                    Sale           283                   40.79
 Ordinary                    Sale           737                   40.79
 Ordinary                    Sale           68                    40.78
 Ordinary                    Sale           9                     40.88
 Ordinary                    Sale           55                    40.88
 Ordinary                    Sale           73                    40.74
 Ordinary                    Sale           31,441                40.74
 Ordinary                    Sale           20,802                40.74
 Ordinary                    Sale           298,547               40.74
 Ordinary                    Sale           48,500                40.74
 Ordinary                    Sale           5,110                 40.74
 Ordinary                    Sale           61,225                40.74
 Ordinary                    Sale           226,053               40.55
 Ordinary                    Sale           1,225                 40.55
 Ordinary                    Sale           246,609               40.55
 Ordinary                    Sale           63,662                40.55
 Ordinary                    Sale           246,610               40.55

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                              Number of reference securities  Price per unit

                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short                                   EUR
                                                  position
 Ordinary                    CFD                  Increasing a long position                                                     55,656                          40.79
 Ordinary                    CFD                  Increasing a long position                                                     26                              40.7792668077
 Ordinary                    CFD                  Reducing a short position                                                      1,247                           40.7731613023

 

(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                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit

                             e.g. call option

 

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

 

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

                             e.g. subscription, conversion

 

 

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:

 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 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?  Yes

 

 

 Date of disclosure:  22/03/2024
 Contact name:        Paul Jenkins
 Telephone number:    +44 20 7676 6969

 

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
(http://www.thetakeoverpanel.org.uk) .

 

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

 Full name of person making disclosure:                                SOCIETE GENERALE SA
 Name of offeror/offeree in relation to whose relevant securities the  Ageas SA/NV
 disclosure relates:

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

 Class of relevant security  Product description e.g. call option  Written or purchased  Number of securities to which option or derivative relates  Exercise price per unit  Type                           Expiry date

                                                                                                                                                     EUR                      e.g. American, European etc.
 Ordinary                    Listed call-option                    Purchase              60,000                                                      45                       American options               21/06/2024
 Ordinary                    Listed put-option                     Purchase              60,000                                                      40                       American options               21/06/2024

 

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 cash-settled derivatives.

 

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

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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.   END  RETUUAKRSOUOURR

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