REG-BARCLAYS PLC FORM 8.5 (EPT/NON-RI) - RSA INSURANCE GROUP PLC
09/11/2020 10:10
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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: 06 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: 14,912,412 1.44% 9,848,999 0.95%
(2) Cash-settled derivatives:
3,010,804 0.29% 10,074,315 0.97%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
TOTAL: 17,923,216 1.73% 19,923,314 1.93%
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 14,318,292 6.6953 GBP 6.49 GBP
100p ordinary Sale 11,945,026 6.7060 GBP 6.4835 GBP
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
100p ordinary CFD Long 360 6.5174 GBP
100p ordinary SWAP Long 815 6.5305 GBP
100p ordinary SWAP Long 851 6.5201 GBP
100p ordinary SWAP Long 1,500 6.6640 GBP
100p ordinary CFD Long 3,450 6.4996 GBP
100p ordinary SWAP Long 5,324 6.5510 GBP
100p ordinary SWAP Long 5,641 6.4896 GBP
100p ordinary SWAP Long 22,351 6.5490 GBP
100p ordinary SWAP Long 29,566 6.5569 GBP
100p ordinary SWAP Long 52,705 6.5630 GBP
100p ordinary SWAP Long 61,574 6.5209 GBP
100p ordinary SWAP Long 66,628 6.5883 GBP
100p ordinary SWAP Long 67,723 6.5327 GBP
100p ordinary CFD Long 97,013 6.4835 GBP
100p ordinary CFD Long 160,118 6.5371 GBP
100p ordinary CFD Long 200,000 6.4900 GBP
100p ordinary SWAP Long 347,804 6.5477 GBP
100p ordinary SWAP Long 555,314 6.5528 GBP
100p ordinary CFD Long 888,051 6.4887 GBP
100p ordinary CFD Short 346 6.5265 GBP
100p ordinary SWAP Short 1,000 6.5824 GBP
100p ordinary SWAP Short 2,500 6.5027 GBP
100p ordinary SWAP Short 3,720 6.5402 GBP
100p ordinary SWAP Short 5,324 6.5510 GBP
100p ordinary SWAP Short 5,494 6.4900 GBP
100p ordinary SWAP Short 13,615 6.5397 GBP
100p ordinary SWAP Short 22,539 6.5490 GBP
100p ordinary CFD Short 23,912 6.4904 GBP
100p ordinary SWAP Short 28,397 6.5883 GBP
100p ordinary SWAP Short 37,500 6.5317 GBP
100p ordinary SWAP Short 37,500 6.5357 GBP
100p ordinary SWAP Short 37,569 6.5668 GBP
100p ordinary SWAP Short 41,329 6.5405 GBP
100p ordinary SWAP Short 50,000 6.5424 GBP
100p ordinary SWAP Short 50,000 6.5566 GBP
100p ordinary SWAP Short 52,705 6.5630 GBP
100p ordinary SWAP Short 62,596 6.5360 GBP
100p ordinary SWAP Short 63,170 6.5394 GBP
100p ordinary SWAP Short 100,000 6.4912 GBP
100p ordinary SWAP Short 112,100 6.5480 GBP
100p ordinary SWAP Short 116,687 6.5101 GBP
100p ordinary SWAP Short 149,650 6.5407 GBP
100p ordinary SWAP Short 150,000 6.5306 GBP
100p ordinary SWAP Short 150,000 6.5644 GBP
100p ordinary SWAP Short 166,671 6.4954 GBP
100p ordinary SWAP Short 200,000 6.6064 GBP
100p ordinary SWAP Short 270,112 6.5401 GBP
100p ordinary SWAP Short 305,810 6.5586 GBP
100p ordinary SWAP Short 455,139 6.6640 GBP
100p ordinary SWAP Short 696,126 6.5891 GBP
100p ordinary SWAP Short 706,243 6.5382 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: 9 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=52322611&newsitemid=20201109005485&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=3e369d36e64fd81b8b4edbc2cde12b78)
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