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Form 8.5 (EPT/NON-RI) -RSA INSURANCE GROUP PLC
BARCLAYS 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
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(a) Name of exempt principal trader:
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BARCLAYS CAPITAL SECURITIES LTD
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(b) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
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RSA INSURANCE GROUP PLC
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(c) Name of the party to the offer with which exempt principal trader is connected:
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A consortium of Intact Financial Corporation and Tryg A/S
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(d) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
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10 NOv 2020
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(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”
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NO
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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 |
(%) |
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(1)
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Relevant securities owned |
| | | |
| and/or controlled: |
18,802,857
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1.82%
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8,497,267
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0.82%
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|
|
|
|
|
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(2)
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Cash-settled derivatives: |
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|
|
|
| |
1,550,080
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0.15%
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13,873,980
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1.34%
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|
|
|
|
|
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(3)
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Stock-settled derivatives (including options) |
|
|
|
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| and agreements to purchase/sell: |
0
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0.00%
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0
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0.00%
|
|
|
|
|
|
| |
|
|
|
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| TOTAL: |
20,352,937
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1.97%
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22,371,247
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2.16%
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| | | | |
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)
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Class of relevant security in relation to which subscription right exists:
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|
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Details, including nature of the rights concerned and relevant percentages:
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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 |
2,421,606
|
6.5819 GBP |
6.518 GBP |
| 100p ordinary |
Sale |
1,021,545
|
6.6121 GBP |
6.5 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
|
6.5432 GBP |
| 100p ordinary |
SWAP |
Long |
1,441
|
6.5433 GBP |
| 100p ordinary |
CFD |
Long |
1,575
|
6.5474 GBP |
| 100p ordinary |
SWAP |
Long |
2,018
|
6.5479 GBP |
| 100p ordinary |
CFD |
Long |
2,051
|
6.5786 GBP |
| 100p ordinary |
SWAP |
Long |
2,792
|
6.5257 GBP |
| 100p ordinary |
SWAP |
Long |
2,883
|
6.5403 GBP |
| 100p ordinary |
SWAP |
Long |
4,250
|
6.5438 GBP |
| 100p ordinary |
SWAP |
Long |
4,786
|
6.5442 GBP |
| 100p ordinary |
SWAP |
Long |
5,000
|
6.5493 GBP |
| 100p ordinary |
SWAP |
Long |
5,968
|
6.5260 GBP |
| 100p ordinary |
SWAP |
Long |
6,057
|
6.5650 GBP |
| 100p ordinary |
CFD |
Long |
17,533
|
6.5260 GBP |
| 100p ordinary |
SWAP |
Long |
17,704
|
6.5290 GBP |
| 100p ordinary |
CFD |
Long |
18,457
|
6.4967 GBP |
| 100p ordinary |
SWAP |
Long |
19,790
|
6.5480 GBP |
| 100p ordinary |
CFD |
Long |
23,823
|
6.5415 GBP |
| 100p ordinary |
SWAP |
Long |
38,101
|
6.5680 GBP |
| 100p ordinary |
SWAP |
Long |
63,505
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6.5097 GBP |
| 100p ordinary |
SWAP |
Long |
148,591
|
6.5400 GBP |
| 100p ordinary |
SWAP |
Long |
206,692
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6.5313 GBP |
| 100p ordinary |
SWAP |
Short |
44
|
6.5412 GBP |
| 100p ordinary |
SWAP |
Short |
132
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6.5451 GBP |
| 100p ordinary |
SWAP |
Short |
231
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6.5414 GBP |
| 100p ordinary |
SWAP |
Short |
245
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6.5264 GBP |
| 100p ordinary |
SWAP |
Short |
295
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6.5478 GBP |
| 100p ordinary |
SWAP |
Short |
331
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6.5460 GBP |
| 100p ordinary |
SWAP |
Short |
464
|
6.5419 GBP |
| 100p ordinary |
SWAP |
Short |
468
|
6.5465 GBP |
| 100p ordinary |
SWAP |
Short |
481
|
6.5455 GBP |
| 100p ordinary |
SWAP |
Short |
612
|
6.5477 GBP |
| 100p ordinary |
SWAP |
Short |
708
|
6.5449 GBP |
| 100p ordinary |
SWAP |
Short |
755
|
6.5244 GBP |
| 100p ordinary |
SWAP |
Short |
801
|
6.5205 GBP |
| 100p ordinary |
SWAP |
Short |
946
|
6.5474 GBP |
| 100p ordinary |
CFD |
Short |
1,013
|
6.5520 GBP |
| 100p ordinary |
SWAP |
Short |
1,207
|
6.5434 GBP |
| 100p ordinary |
SWAP |
Short |
1,284
|
6.5424 GBP |
| 100p ordinary |
SWAP |
Short |
1,319
|
6.5394 GBP |
| 100p ordinary |
SWAP |
Short |
1,373
|
6.5476 GBP |
| 100p ordinary |
CFD |
Short |
1,500
|
6.5453 GBP |
| 100p ordinary |
SWAP |
Short |
1,655
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6.5456 GBP |
| 100p ordinary |
SWAP |
Short |
1,830
|
6.5481 GBP |
| 100p ordinary |
SWAP |
Short |
1,904
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6.5305 GBP |
| 100p ordinary |
SWAP |
Short |
2,283
|
6.5411 GBP |
| 100p ordinary |
SWAP |
Short |
2,500
|
6.5267 GBP |
| 100p ordinary |
SWAP |
Short |
2,531
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6.5468 GBP |
| 100p ordinary |
SWAP |
Short |
3,472
|
6.5262 GBP |
| 100p ordinary |
CFD |
Short |
3,588
|
6.5265 GBP |
| 100p ordinary |
SWAP |
Short |
4,063
|
6.5432 GBP |
| 100p ordinary |
CFD |
Short |
4,150
|
6.5460 GBP |
| 100p ordinary |
SWAP |
Short |
5,076
|
6.5450 GBP |
| 100p ordinary |
SWAP |
Short |
5,382
|
6.5458 GBP |
| 100p ordinary |
SWAP |
Short |
6,057
|
6.5650 GBP |
| 100p ordinary |
SWAP |
Short |
6,767
|
6.5459 GBP |
| 100p ordinary |
SWAP |
Short |
9,286
|
6.5260 GBP |
| 100p ordinary |
SWAP |
Short |
10,258
|
6.5396 GBP |
| 100p ordinary |
SWAP |
Short |
12,028
|
6.5471 GBP |
| 100p ordinary |
SWAP |
Short |
12,729
|
6.5430 GBP |
| 100p ordinary |
SWAP |
Short |
13,512
|
6.5475 GBP |
| 100p ordinary |
SWAP |
Short |
14,284
|
6.5464 GBP |
| 100p ordinary |
SWAP |
Short |
14,340
|
6.5418 GBP |
| 100p ordinary |
SWAP |
Short |
15,321
|
6.5428 GBP |
| 100p ordinary |
CFD |
Short |
17,533
|
6.5260 GBP |
| 100p ordinary |
SWAP |
Short |
17,704
|
6.5290 GBP |
| 100p ordinary |
SWAP |
Short |
21,485
|
6.5480 GBP |
| 100p ordinary |
SWAP |
Short |
38,101
|
6.5680 GBP |
| 100p ordinary |
SWAP |
Short |
58,295
|
6.5482 GBP |
| 100p ordinary |
SWAP |
Short |
144,061
|
6.5300 GBP |
| 100p ordinary |
SWAP |
Short |
160,748
|
6.5400 GBP |
| 100p ordinary |
SWAP |
Short |
238,742
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6.5391 GBP |
| 100p ordinary |
SWAP |
Short |
245,471
|
6.5439 GBP |
| 100p ordinary |
SWAP |
Short |
250,000
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6.5289 GBP |
| 100p ordinary |
SWAP |
Short |
250,000
|
6.5565 GBP |
| 100p ordinary |
SWAP |
Short |
340,163
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6.5296 GBP |
(b) Cash-settled derivative transactions
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Class of relevant security
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Product description
e.g. CFD
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Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
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Number of reference securities
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Price per unit
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(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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Class of relevant security
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Product description e.g. call option
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Writing, purchasing, selling, varying etc.
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Number of securities to which option relates
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Exercise price per unit
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Type
e.g. American, European etc.
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Expiry date
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Option money paid/ received per unit
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(ii) Exercise
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Class of relevant security
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Product description
e.g. call option
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Exercising/ exercised against
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Number of securities
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Exercise price per unit
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(d) Other dealings (including subscribing for new securities)
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Class of relevant security
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Nature of dealing
e.g. subscription, conversion
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Details
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Price per unit (if applicable)
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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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”
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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”
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None
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(c) Attachments
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Is a Supplemental Form 8 (Open Positions) attached?
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NO
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Date of disclosure:
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11 Nov 2020
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Contact name:
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Large Holdings Regulatory Operations
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Telephone number:
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020 3134 7213
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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.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20201111005396/en/
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