REG-BARCLAYS PLC Form 8.5 (EPT/NON-RI) - RSA INSURANCE GROUP PLC
12/01/2021 10:30
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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: 11 January 2021
(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: 13,750,278 1.33% 1,330,000 0.13%
(2) Cash-settled derivatives:
3,515,493 0.34% 11,290,759 1.09%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
TOTAL: 17,265,771 1.67% 12,620,759 1.22%
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 322,073 6.7930 GBP 6.7836 GBP
100p ordinary Sale 331,628 6.7940 GBP 6.78 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 6.7800 GBP
100p ordinary SWAP Long 1,358 6.7883 GBP
100p ordinary CFD Long 6,054 6.7840 GBP
100p ordinary SWAP Long 6,555 6.7873 GBP
100p ordinary SWAP Long 7,716 6.7863 GBP
100p ordinary SWAP Long 9,592 6.7872 GBP
100p ordinary SWAP Long 22,820 6.7885 GBP
100p ordinary SWAP Long 31,379 6.7866 GBP
100p ordinary SWAP Long 120,327 6.7870 GBP
100p ordinary CFD Short 241 6.7860 GBP
100p ordinary SWAP Short 2,000 6.7925 GBP
100p ordinary SWAP Short 3,026 6.7885 GBP
100p ordinary CFD Short 6,054 6.7840 GBP
100p ordinary CFD Short 6,072 6.7878 GBP
100p ordinary SWAP Short 14,815 6.7854 GBP
100p ordinary SWAP Short 16,869 6.7840 GBP
100p ordinary SWAP Short 22,849 6.7860 GBP
100p ordinary SWAP Short 116,589 6.7882 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: 12 Jan 2021
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=52360384&newsitemid=20210112005496&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=09a2645274ad2058aee42bca06022c4c)
.
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