REG-BARCLAYS PLC Form 8.5 (EPT/NON-RI) - RSA INSURANCE GROUP PLC
20/11/2020 12:50
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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 Regent Bidco Limited (a wholly-owned subsidiary of Intact Financial Corporation)
principal trader is connected
(d) Date position held/dealing undertaken: 19 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: 22,343,770 2.16% 2,349,827 0.23%
(2) Cash-settled derivatives:
1,572,010 0.15% 18,222,223 1.76%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
TOTAL: 23,915,780 2.31% 20,572,050 1.99%
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 2,147,715 6.7672 GBP 6.7243 GBP
100p ordinary Sale 1,933,525 6.7680 GBP 6.751 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 3 6.7652 GBP
100p ordinary SWAP Long 201 6.7619 GBP
100p ordinary SWAP Long 490 6.7574 GBP
100p ordinary SWAP Long 743 6.7624 GBP
100p ordinary SWAP Long 1,008 6.7535 GBP
100p ordinary SWAP Long 1,502 6.7534 GBP
100p ordinary SWAP Long 3,769 6.7648 GBP
100p ordinary SWAP Long 5,563 6.7575 GBP
100p ordinary SWAP Long 7,244 6.7621 GBP
100p ordinary SWAP Long 14,094 6.7644 GBP
100p ordinary SWAP Long 18,932 6.7588 GBP
100p ordinary SWAP Long 37,527 6.7550 GBP
100p ordinary CFD Long 39,705 6.7620 GBP
100p ordinary SWAP Long 54,536 6.7617 GBP
100p ordinary CFD Long 87,336 6.7538 GBP
100p ordinary SWAP Long 92,930 6.7591 GBP
100p ordinary SWAP Long 115,254 6.7586 GBP
100p ordinary SWAP Long 210,743 6.7598 GBP
100p ordinary SWAP Long 295,038 6.7582 GBP
100p ordinary SWAP Short 43 6.7523 GBP
100p ordinary SWAP Short 383 6.7522 GBP
100p ordinary SWAP Short 477 6.7600 GBP
100p ordinary SWAP Short 1,787 6.7565 GBP
100p ordinary CFD Short 6,332 6.7619 GBP
100p ordinary SWAP Short 10,570 6.7592 GBP
100p ordinary SWAP Short 22,600 6.7602 GBP
100p ordinary SWAP Short 30,000 6.7598 GBP
100p ordinary SWAP Short 62,915 6.7620 GBP
100p ordinary SWAP Short 259,699 6.7607 GBP
100p ordinary SWAP Short 500,000 6.7243 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: 20 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=52333549&newsitemid=20201120005419&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=15270321abb49c18d05ff90f8965dc8f)
.
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