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Form 8.5 (EPT/NON-RI) - RSA INSURANCE GROUP 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 RSA INSURANCE GROUP PLC
relevant securities this form relates:
(c) Name of the party to the offer with which exempt A consortium of Intact Financial Corporation and Tryg A/S
principal trader is connected
(d) Date position held/dealing undertaken: 13 November 2020
(e) In addition to the company in 1(b) above, is the exempt principal NO
trader making disclosures in respect of any other party to the offer?
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: 100p ordinary
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 22,766,070 2.20% 5,605,280 0.54%
(2) Cash-settled derivatives:
1,550,080 0.15% 17,841,408 1.72%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
TOTAL: 24,316,150 2.35% 23,446,688 2.27%
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
100p ordinary Purchase 1,708,063 6.5860 GBP 6.4965 GBP
100p ordinary Sale 994,080 6.5860 GBP 6.5493 GBP
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
100p ordinary SWAP Long 1 6.5677 GBP
100p ordinary SWAP Long 14 6.5606 GBP
100p ordinary SWAP Long 25 6.5593 GBP
100p ordinary SWAP Long 28 6.5534 GBP
100p ordinary SWAP Long 45 6.5543 GBP
100p ordinary SWAP Long 169 6.5611 GBP
100p ordinary SWAP Long 195 6.5535 GBP
100p ordinary SWAP Long 329 6.5521 GBP
100p ordinary SWAP Long 388 6.5550 GBP
100p ordinary SWAP Long 477 6.5596 GBP
100p ordinary SWAP Long 515 6.5618 GBP
100p ordinary SWAP Long 821 6.5591 GBP
100p ordinary SWAP Long 996 6.5580 GBP
100p ordinary CFD Long 1,069 6.5615 GBP
100p ordinary SWAP Long 1,153 6.5576 GBP
100p ordinary SWAP Long 1,484 6.5531 GBP
100p ordinary SWAP Long 1,960 6.5513 GBP
100p ordinary SWAP Long 2,118 6.5585 GBP
100p ordinary SWAP Long 2,215 6.5493 GBP
100p ordinary SWAP Long 3,312 6.5681 GBP
100p ordinary SWAP Long 3,486 6.5607 GBP
100p ordinary SWAP Long 5,155 6.5523 GBP
100p ordinary SWAP Long 6,649 6.5554 GBP
100p ordinary SWAP Long 11,735 6.5602 GBP
100p ordinary SWAP Long 14,046 6.5597 GBP
100p ordinary SWAP Long 18,939 6.5589 GBP
100p ordinary SWAP Long 21,800 6.5617 GBP
100p ordinary SWAP Long 23,637 6.5622 GBP
100p ordinary CFD Long 25,222 6.5194 GBP
100p ordinary CFD Long 39,137 6.5532 GBP
100p ordinary SWAP Long 54,614 6.5590 GBP
100p ordinary SWAP Long 63,688 6.5612 GBP
100p ordinary SWAP Long 89,803 6.5575 GBP
100p ordinary SWAP Long 161,301 6.5610 GBP
100p ordinary SWAP Short 5 6.5586 GBP
100p ordinary SWAP Short 6 6.5526 GBP
100p ordinary SWAP Short 38 6.5611 GBP
100p ordinary CFD Short 3,742 6.5593 GBP
100p ordinary CFD Short 11,768 6.5612 GBP
100p ordinary SWAP Short 19,952 6.5612 GBP
100p ordinary SWAP Short 21,915 6.5594 GBP
100p ordinary SWAP Short 30,996 6.5580 GBP
100p ordinary CFD Short 32,410 6.5624 GBP
100p ordinary SWAP Short 50,000 6.5545 GBP
100p ordinary SWAP Short 54,614 6.5590 GBP
100p ordinary CFD Short 67,438 6.5625 GBP
100p ordinary SWAP Short 70,020 6.5618 GBP
100p ordinary SWAP Short 96,343 6.5620 GBP
100p ordinary SWAP Short 100,000 6.4965 GBP
100p ordinary SWAP Short 133,944 6.5610 GBP
100p ordinary SWAP Short 164,265 6.5592 GBP
100p ordinary SWAP Short 219,569 6.5601 GBP
100p ordinary SWAP Short 283,460 6.5679 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 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 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: 16 Nov 2020
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
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.thetakeoverpanel.org.uk%2F&esheet=52328211&newsitemid=20201116005541&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=bebe535e6d22083739a06700c5accf68)
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BARCLAYS PLC
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