19th Aug 2015 12:56
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: | Barclays PLC. | |||
| (b) | Owner or controller of interest and short | ||||
| positions disclosed, if different from 1(a): | |||||
| (c) | Name of offeror/offeree in relation to whose | RSA INSURANCE GROUP PLC | |||
| relevant securities this form relates: | |||||
| (d) | If an exempt fund manager connected with an | ||||
| offeror/offeree, state this and specify identity of | |||||
| offeror/offeree: | |||||
| (e) | Date position held/dealing undertaken: | 18 August 2015 | |||
| (f) | In addition to the company in 1(c) above, is the discloser making | NO | |||
| disclosures in respect of any other party to the offer? |
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: | ORD | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 7,184,165 | 0.71% | 4,708,191 | 0.46% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 3,000,926 | 0.30% | 1,887,372 | 0.19% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 15,000 | 0.00% | 1,775,000 | 0.17% | |||||||
| (4) | |||||||||||
| TOTAL: | 10,200,091 | 1.00% | 8,370,563 | 0.82% | |||||||
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 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 | Purchase/sale | Number of | Price per unit | ||||
| security | securities | ||||||
| ORD | Purchase | 73 | 5.0800 GBP | ||||
| ADR | Purchase | 100 | 7.9400 USD | ||||
| ORD | Purchase | 143 | 5.0600 GBP | ||||
| ORD | Purchase | 288 | 5.0738 GBP | ||||
| ORD | Purchase | 522 | 5.1100 GBP | ||||
| ORD | Purchase | 600 | 5.0950 GBP | ||||
| ORD | Purchase | 905 | 5.0766 GBP | ||||
| ORD | Purchase | 1,016 | 5.0961 GBP | ||||
| ORD | Purchase | 1,500 | 5.0775 GBP | ||||
| ORD | Purchase | 1,654 | 5.0850 GBP | ||||
| ORD | Purchase | 2,376 | 5.0900 GBP | ||||
| ORD | Purchase | 2,600 | 5.1061 GBP | ||||
| ORD | Purchase | 8,887 | 5.0996 GBP | ||||
| ORD | Purchase | 9,260 | 5.0875 GBP | ||||
| ORD | Purchase | 12,780 | 5.0925 GBP | ||||
| ORD | Purchase | 14,620 | 5.0928 GBP | ||||
| ORD | Purchase | 21,240 | 5.0837 GBP | ||||
| ORD | Purchase | 48,691 | 5.0889 GBP | ||||
| ORD | Purchase | 56,076 | 5.0833 GBP | ||||
| ORD | Purchase | 96,744 | 5.0910 GBP | ||||
| ORD | Purchase | 100,000 | 5.0932 GBP | ||||
| ORD | Purchase | 365,557 | 5.1000 GBP | ||||
| ORD | Sale | 73 | 5.0800 GBP | ||||
| ADR | Sale | 100 | 7.9400 USD | ||||
| ORD | Sale | 143 | 5.0600 GBP | ||||
| ORD | Sale | 281 | 5.0884 GBP | ||||
| ORD | Sale | 750 | 5.0775 GBP | ||||
| ORD | Sale | 1,398 | 5.0850 GBP | ||||
| ORD | Sale | 2,148 | 5.0823 GBP | ||||
| ORD | Sale | 2,918 | 5.0734 GBP | ||||
| ORD | Sale | 7,251 | 5.0899 GBP | ||||
| ORD | Sale | 7,459 | 5.0875 GBP | ||||
| ORD | Sale | 8,919 | 5.0811 GBP | ||||
| ORD | Sale | 12,003 | 5.0910 GBP | ||||
| ORD | Sale | 12,482 | 5.0951 GBP | ||||
| ORD | Sale | 12,780 | 5.0925 GBP | ||||
| ORD | Sale | 22,900 | 5.0958 GBP | ||||
| ORD | Sale | 33,453 | 5.0721 GBP | ||||
| ORD | Sale | 50,583 | 5.0923 GBP | ||||
| ORD | Sale | 53,918 | 5.0916 GBP | ||||
| ORD | Sale | 64,204 | 5.0939 GBP | ||||
| ORD | Sale | 336,771 | 5.1000 GBP |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| ORD | CFD | Long | 100 | 5.0896 GBP | |||||
| ORD | SWAP | Long | 2,100 | 5.0834 GBP | |||||
| ORD | SWAP | Long | 2,599 | 5.0718 GBP | |||||
| ORD | SWAP | Long | 40,772 | 5.0736 GBP | |||||
| ORD | CFD | Short | 1,016 | 5.0964 GBP | |||||
| ORD | SWAP | Short | 2,600 | 5.1013 GBP | |||||
| ORD | CFD | Short | 5,520 | 5.1106 GBP | |||||
| ORD | SWAP | Short | 14,620 | 5.0928 GBP | |||||
| ORD | CFD | Short | 16,873 | 5.0829 GBP | |||||
| ORD | SWAP | Short | 26,011 | 5.0883 GBP | |||||
| ORD | CFD | Short | 31,818 | 5.0920 GBP | |||||
| ORD | SWAP | Short | 49,290 | 5.0791 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 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” |
(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” |
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | YES | ||
| Date of disclosure: | 19 Aug 2015 | ||
| Contact name: | RAJESH MUTHANNA | ||
| Telephone number: | 020 3555 4634 |
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 disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
143221.01
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| Identity of the person whose positions/dealings | Barclays PLC. | ||
| are being disclosed: | |||
| Name of offeror/offeree in relation to whose | RSA INSURANCE GROUP PLC | ||
| relevant securities this from relates: |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class | Product | Writing, | Number | Exercise | Type | Expiry | |||||||
| of | description | purchasing, | of | price | date | ||||||||
| relevant | selling, | securities | per unit | ||||||||||
| security | varying etc | to which | |||||||||||
| option | |||||||||||||
| relates | |||||||||||||
| ORD | Call Options | Purchased | 84,000 | 5.4570 | European | 17 Sep 2015 | |||||||
| ORD | Put Options | Purchased | -30,000 | 520.0000 | American | 21 Aug 2015 | |||||||
| ORD | Call Options | Purchased | 15,000 | 540.0000 | American | 21 Aug 2015 | |||||||
| ORD | Call Options | Written | -1,720,000 | 540.0000 | American | 17 Jun 2016 | |||||||
| ORD | Call Options | Written | -25,000 | 560.0000 | American | 17 Jun 2016 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
| Full details should be given so that the nature of the interest or position can be fully understood: |
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.
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