10th Aug 2015 16:10
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Identity of the party to the offer making the disclosure: | RSA Insurance Group plc | ||
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | |||
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | RSA Insurance Group plc | ||
| (d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE | ||
| (e) Date position held: | 10 August 2015 | ||
| (f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
| Class of relevant security: | RSA Insurance Group plc £1.00 ordinary shares | ||||||||
|
| Interests | Short positions | |||||||
| Number | % | Number | % | ||||||
| (1) Relevant securities owned and/or controlled: | Nil | 0.00 | Nil | 0.00 | |||||
| (2) Derivatives (other than options): | Nil | 0.00 | Nil | 0.00 | |||||
| (3) Options and agreements to purchase/sell: | Nil | 0.00 | Nil | 0.00 | |||||
| TOTAL: | Nil | 0.00 | Nil | 0.00 | |||||
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | None | ||
| Details, including nature of the rights concerned and relevant percentages: | None |
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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
| Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
| None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
3(a) Shares held by directors of RSA Insurance Group plc
| Director | Number of RSA Insurance Group plc £1.00 ordinary shares | Percentage of existing issued shares | |||
| Martin Scicluna | 14,303 | 0.0014 | |||
| Stephen Hester | 21,500 | 0.0021 | |||
| Alastair Barbour | 12,039 | 0.0012 | |||
| Kath Cates | 4,124 | 0.0004 | |||
| Enrico Cucchiani | 0 | 0 | |||
| Hugh Mitchell | 8,552 | 0.0008 | |||
| Joseph Streppel | 4,125 | 0.0004 | |||
| Johanna Waterous | 12,419 | 0.0012 |
3(b) Directors’ rights to subscribe in RSA Insurance Group plc shares
Performance Share Plan – Award date: 19 May 2014
| Director | Award type | Number of RSA Insurance Group plc £1.00 ordinary shares | Vesting date | ||||
| Stephen Hester | Performance Share Award | 585,431 | 19 May 2017 |
Performance Share Plan – Award date: 7 April 2015
| Director | Award type | Number of RSA Insurance Group plc £1.00 ordinary shares | Vesting date | ||||
| Stephen Hester | Performance Share Award | 669,202 | 7 April 2018 | ||||
| Stephen Hester | Deferred Bonus Share Award | 110,247 | 7 April 2018 |
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(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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 party to the offer making the disclosure or any person acting in concert with it: 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 party to the offer making the disclosure, or any person acting in concert with it, 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
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO | ||
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 10 August 2015 | ||
| Contact name: | Elinor Bell (Deputy Group Company Secretary) | ||
| Telephone number: | +44 207 111 7000 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing 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: http://www.businesswire.com/news/home/20150810005846/en/
Copyright Business Wire 2015
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