19th Nov 2020 07:00
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) Full name of discloser: | 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. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | RSA Insurance Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 17 November 2020 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| ||||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0.00 | Nil | 0.00 |
(2) Cash-settled derivatives:
| Nil | 0.00 | Nil | 0.00 |
(3) Stock-settled derivatives (including 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 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).
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 |
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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
(a) Interests held by the directors of RSA Insurance Group plc and their close relatives and related trusts
Name | Number of ordinary shares (or ADRs) | % of total issued share capital (excluding share options) |
Shares in RSA Insurance Group plc | ||
Alastair Barbour
|
12,039 |
0.00116 |
Clare Bousfield
|
5,732 |
0.00055 |
Enrico Cucchiani
|
0 |
N/A |
Scott Egan
|
218,640 |
0.0211 |
Stephen Hester
|
1,021,075
|
0.0987 |
Charlotte Jones
|
43,094 |
0.00417 |
Martin Scicluna
|
14,303 |
0.00138 |
Kath Shailer
|
4,124
|
0.000399 |
Martin Strobel
|
12,000 |
0.00116 |
Interests in American Depositary Receipts ("ADRs") representing Ordinary Shares in RSA Insurance Group plc
| ||
Sonia Baxendale
|
6,600
|
0.00064
|
(b) Interests held as options or awards under the share plans of RSA Insurance Group plc by the directors of RSA Insurance Group plc and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code.
Name | Share Plan | Number of ordinary shares under option / award | Vesting date / period | Exercise price (per share) |
Stephen Hester
|
Performance Share Plan |
447,621
|
02.03.21 |
Nil |
Stephen Hester
|
Performance Share Plan |
507,129
|
08.03.22 | Nil |
Stephen Hester
|
Performance Share Plan |
613,363
|
06.03.23 | Nil |
Scott Egan
|
Performance Share Plan |
216,477 |
02.03.21 | Nil |
Scott Egan
|
Performance Share Plan |
242,447 |
08.03.22 | Nil |
Scott Egan
|
Performance Share Plan |
294,894 |
06.03.23 | Nil |
Charlotte Jones
|
Performance Share Plan |
140,930
|
02.03.21
| Nil |
Charlotte Jones
|
Performance Share Plan |
14,277
|
08.03.22
| Nil |
Charlotte Jones |
Performance Share Plan |
190,360
|
02.09.22 | Nil |
Charlotte Jones
|
Performance Share Plan |
222,830
|
06.03.23
| Nil |
(c) Interests and short positions held by connected advisers of RSA Insurance Group plc
Name | Class of relevant security:
| Number of ordinary shares (or ADRs) | |||
Interests | Short positions | ||||
Number | % | Number | % | ||
Goldman Sachs & Co. LLC | Relevant securities owned and/or controlled: | 532 | 0.00 | 0 | 0.00 |
No interests, short positions or rights to subscribe are held by RSA Insurance Group plc's connected advisers Robey Warshaw LLP or Merrill Lynch International ("BofA Securities"), or the persons affiliated with them, who are not exempt principal traders for the purposes of the Rule 8 of the Code.
(d) Interests, short positions and rights to subscribe held by other concert parties of RSA Insurance Group plc
None
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).
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: 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 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: | 19 November 2020 |
| Contact name: | Christopher Smyth (Deputy Group Company Secretary |
| Telephone number: | +44 020 7111 7050 |
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.
Related Shares:
RSA.L