27th Feb 2025 10:14
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Jefferies International Limited |
(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. |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Direct Line Insurance Group plc |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
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(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 26th February 2025 |
(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 PERSON 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 following the dealing (if any)
Class of relevant security:
| 10 10/11p ordinary | |||
| Interests | Short positions | ||
| Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 16,214,891 | 1.236 |
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(2) Cash-settled derivatives:
| 16,325,287 | 1.244 | 32,531,570 | 2.480 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
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TOTAL: | 32,540,178 | 2.481 | 32,531,570 | 2.480 |
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: |
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Details, including nature of the rights concerned and relevant percentages: |
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3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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 security | Purchase/Sale
| Number of securities | Price per unit (GBX) |
10 10/11p ordinary | Purchase
Sale | 1,272 100,000 500,000 429 2,752 763,850 58,446 400,320 16,688 130,086 274 520,181 15,000 4,831 69,719 46,237 9,370 3,587 150,000 2,479 96,556 24,782 263,085 4,373 30,426 101,754
1,727 249 1,012 557 64 417 1,639 6,203 53,144 159,367 14,315 1,244 250,403 256,199 964,954 2,522 150,000 188,218 3,720 293,467 12,121 24,841 1,758 36,657 5,022 22,751 42,353 2,733 103,529 800,000 4,000 101,754 | 266.0000 268.6660 268.7528 268.8000 268.9000 268.9500 269.0000 269.3000 269.4000 269.5044 269.6000 270.0000 270.0400 270.1000 270.3731 270.4000 270.5000 270.6400 270.8000 270.9000 271.0000 271.2000 271.4000 271.4200 271.6000 272.2000
266.0000 266.2000 266.6000 267.4000 267.5000 267.7000 267.8000 267.9000 267.9607 268.0000 268.1000 268.2000 268.4000 268.6000 268.6935 268.7000 268.7130 268.8000 268.9000 269.0000 269.1000 269.2000 269.3000 269.4000 269.5000 269.6000 269.8000 269.9000 270.0000 270.1350 270.4000 272.2000 |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit (GBX) |
10 10/11p ordinary |
(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 |
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(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) |
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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 person 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 person 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: | 27th February 2025 |
| Contact name: | Robin Greenwood |
| Telephone number | 020 7029 8595 |
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.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.