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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
| (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: |
11 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: |
20,485,501
|
1.98%
|
8,770,499
|
0.85%
|
|
|
|
|
|
|
(2)
|
Cash-settled derivatives: |
|
|
|
|
| |
1,579,892
|
0.15%
|
15,412,730
|
1.49%
|
|
|
|
|
|
|
(3)
|
Stock-settled derivatives (including options) |
|
|
|
|
| and agreements to purchase/sell: |
0
|
0.00%
|
0
|
0.00%
|
|
|
|
|
|
| |
|
|
|
|
| TOTAL: |
22,065,393
|
2.13%
|
24,183,229
|
2.34%
|
|
|
|
|
|
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 |
1,809,605
|
6.6200 GBP
|
6.5382 GBP
|
| 100p ordinary |
Sale |
1,900,193
|
6.6199 GBP
|
6.54 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 |
19
|
6.5642 GBP |
|
100p ordinary
|
SWAP |
Long |
36
|
6.5644 GBP |
|
100p ordinary
|
SWAP |
Long |
40
|
6.5892 GBP |
|
100p ordinary
|
SWAP |
Long |
50
|
6.5894 GBP |
|
100p ordinary
|
SWAP |
Long |
85
|
6.5597 GBP |
|
100p ordinary
|
SWAP |
Long |
172
|
6.5553 GBP |
|
100p ordinary
|
SWAP |
Long |
221
|
6.5545 GBP |
|
100p ordinary
|
SWAP |
Long |
262
|
6.5702 GBP |
|
100p ordinary
|
SWAP |
Long |
316
|
6.5619 GBP |
|
100p ordinary
|
SWAP |
Long |
332
|
6.5636 GBP |
|
100p ordinary
|
SWAP |
Long |
346
|
6.5709 GBP |
|
100p ordinary
|
SWAP |
Long |
374
|
6.5638 GBP |
|
100p ordinary
|
SWAP |
Long |
398
|
6.5810 GBP |
|
100p ordinary
|
SWAP |
Long |
468
|
6.5893 GBP |
|
100p ordinary
|
SWAP |
Long |
476
|
6.5577 GBP |
|
100p ordinary
|
CFD |
Long |
605
|
6.5575 GBP |
|
100p ordinary
|
SWAP |
Long |
617
|
6.5623 GBP |
|
100p ordinary
|
CFD |
Long |
1,068
|
6.5607 GBP |
|
100p ordinary
|
CFD |
Long |
1,185
|
6.5863 GBP |
|
100p ordinary
|
SWAP |
Long |
1,581
|
6.5624 GBP |
|
100p ordinary
|
SWAP |
Long |
2,500
|
6.5453 GBP |
|
100p ordinary
|
SWAP |
Long |
2,977
|
6.5793 GBP |
|
100p ordinary
|
SWAP |
Long |
3,393
|
6.5701 GBP |
|
100p ordinary
|
SWAP |
Long |
3,456
|
6.5710 GBP |
|
100p ordinary
|
SWAP |
Long |
3,662
|
6.5596 GBP |
|
100p ordinary
|
SWAP |
Long |
5,125
|
6.5809 GBP |
|
100p ordinary
|
SWAP |
Long |
6,104
|
6.5466 GBP |
|
100p ordinary
|
SWAP |
Long |
6,921
|
6.5517 GBP |
|
100p ordinary
|
SWAP |
Long |
7,276
|
6.5552 GBP |
|
100p ordinary
|
SWAP |
Long |
9,548
|
6.5546 GBP |
|
100p ordinary
|
SWAP |
Long |
13,527
|
6.5620 GBP |
|
100p ordinary
|
CFD |
Long |
18,457
|
6.5559 GBP |
|
100p ordinary
|
SWAP |
Long |
28,179
|
6.6197 GBP |
|
100p ordinary
|
SWAP |
Long |
35,267
|
6.5886 GBP |
|
100p ordinary
|
SWAP |
Long |
68,716
|
6.5721 GBP |
|
100p ordinary
|
CFD |
Long |
90,682
|
6.5869 GBP |
|
100p ordinary
|
CFD |
Long |
107,952
|
6.6194 GBP |
|
100p ordinary
|
CFD |
Long |
113,720
|
6.6141 GBP |
|
100p ordinary
|
SWAP |
Long |
146,594
|
6.5980 GBP |
|
100p ordinary
|
SWAP |
Long |
149,146
|
6.5661 GBP |
|
100p ordinary
|
CFD |
Long |
616,400
|
6.5560 GBP |
|
100p ordinary
|
CFD |
Short |
69
|
6.6205 GBP |
|
100p ordinary
|
CFD |
Short |
3,800
|
6.5808 GBP |
|
100p ordinary
|
SWAP |
Short |
7,512
|
6.5644 GBP |
|
100p ordinary
|
SWAP |
Short |
9,498
|
6.6200 GBP |
|
100p ordinary
|
CFD |
Short |
17,296
|
6.5851 GBP |
|
100p ordinary
|
CFD |
Short |
18,457
|
6.5559 GBP |
|
100p ordinary
|
SWAP |
Short |
25,935
|
6.5567 GBP |
|
100p ordinary
|
SWAP |
Short |
67,703
|
6.5581 GBP |
|
100p ordinary
|
SWAP |
Short |
152,513
|
6.5651 GBP |
|
100p ordinary
|
SWAP |
Short |
196,231
|
6.5979 GBP |
|
100p ordinary
|
SWAP |
Short |
200,000
|
6.5539 GBP |
|
100p ordinary
|
SWAP |
Short |
258,177
|
6.5629 GBP |
|
100p ordinary
|
SWAP |
Short |
500,000
|
6.5734 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
e.g. American, European etc.
|
Expiry date
|
Option money paid/ received per unit
|
|
|
|
|
|
|
|
|
|
(ii) Exercise
|
Class of relevant security
|
Product description
e.g. call option
|
Exercising/ exercised against
|
Number of securities
|
Exercise price per unit
|
|
|
|
|
|
|
(d) Other dealings (including subscribing for new securities)
|
Class of relevant security
|
Nature of dealing
e.g. subscription, conversion
|
Details
|
Price per unit (if applicable)
|
|
|
|
|
|
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 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.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20201112005543/en/
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