6th Nov 2020 11:17
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: | 05 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: | 12,711,067 | 1.23% | 10,020,920 | 0.97% | |
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(2) | Cash-settled derivatives: |
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3,219,415 | 0.31% | 9,145,860 | 0.88% | ||
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(3) | Stock-settled derivatives (including options) |
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| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |
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| TOTAL: | 15,930,482 | 1.54% | 19,166,780 | 1.85% | |
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 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 | 5,615,344 | 6.7034 GBP | 4.4187 GBP |
| 100p ordinary | Sale | 5,097,673 | 6.7101 GBP | 4.423 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 | 102 | 4.4966 GBP |
| 100p ordinary | SWAP | Long | 218 | 4.6276 GBP |
| 100p ordinary | SWAP | Long | 378 | 4.5808 GBP |
| 100p ordinary | CFD | Long | 390 | 4.6142 GBP |
| 100p ordinary | SWAP | Long | 460 | 4.5869 GBP |
| 100p ordinary | CFD | Long | 531 | 5.4021 GBP |
| 100p ordinary | SWAP | Long | 3,529 | 6.6986 GBP |
| 100p ordinary | SWAP | Long | 5,350 | 4.5066 GBP |
| 100p ordinary | SWAP | Long | 8,354 | 4.5390 GBP |
| 100p ordinary | SWAP | Long | 12,364 | 4.5070 GBP |
| 100p ordinary | CFD | Long | 21,066 | 4.5487 GBP |
| 100p ordinary | CFD | Long | 32,961 | 4.6600 GBP |
| 100p ordinary | CFD | Long | 33,539 | 6.2647 GBP |
| 100p ordinary | CFD | Long | 33,930 | 5.6880 GBP |
| 100p ordinary | CFD | Long | 38,265 | 4.5188 GBP |
| 100p ordinary | SWAP | Long | 43,908 | 5.9889 GBP |
| 100p ordinary | SWAP | Long | 45,000 | 4.5934 GBP |
| 100p ordinary | CFD | Long | 80,593 | 5.7036 GBP |
| 100p ordinary | SWAP | Long | 255,013 | 6.6589 GBP |
| 100p ordinary | SWAP | Long | 472,284 | 6.1823 GBP |
| 100p ordinary | SWAP | Short | 7 | 4.4815 GBP |
| 100p ordinary | SWAP | Short | 9 | 4.4837 GBP |
| 100p ordinary | SWAP | Short | 11 | 4.4866 GBP |
| 100p ordinary | SWAP | Short | 29 | 6.7003 GBP |
| 100p ordinary | SWAP | Short | 30 | 4.4824 GBP |
| 100p ordinary | SWAP | Short | 39 | 4.4835 GBP |
| 100p ordinary | SWAP | Short | 42 | 4.4838 GBP |
| 100p ordinary | SWAP | Short | 46 | 4.5065 GBP |
| 100p ordinary | SWAP | Short | 54 | 4.5237 GBP |
| 100p ordinary | SWAP | Short | 57 | 4.6284 GBP |
| 100p ordinary | SWAP | Short | 60 | 4.4996 GBP |
| 100p ordinary | SWAP | Short | 72 | 4.5220 GBP |
| 100p ordinary | SWAP | Short | 77 | 4.4852 GBP |
| 100p ordinary | SWAP | Short | 77 | 4.5035 GBP |
| 100p ordinary | SWAP | Short | 85 | 4.4903 GBP |
| 100p ordinary | SWAP | Short | 86 | 4.5120 GBP |
| 100p ordinary | SWAP | Short | 86 | 4.5247 GBP |
| 100p ordinary | SWAP | Short | 93 | 4.4945 GBP |
| 100p ordinary | SWAP | Short | 95 | 4.5212 GBP |
| 100p ordinary | SWAP | Short | 100 | 4.5126 GBP |
| 100p ordinary | SWAP | Short | 100 | 4.5410 GBP |
| 100p ordinary | SWAP | Short | 103 | 4.4904 GBP |
| 100p ordinary | SWAP | Short | 104 | 4.4987 GBP |
| 100p ordinary | SWAP | Short | 107 | 4.5260 GBP |
| 100p ordinary | SWAP | Short | 108 | 4.5084 GBP |
| 100p ordinary | SWAP | Short | 110 | 4.4842 GBP |
| 100p ordinary | SWAP | Short | 126 | 4.5067 GBP |
| 100p ordinary | SWAP | Short | 126 | 4.5112 GBP |
| 100p ordinary | SWAP | Short | 133 | 4.5027 GBP |
| 100p ordinary | SWAP | Short | 142 | 4.5186 GBP |
| 100p ordinary | SWAP | Short | 150 | 4.4790 GBP |
| 100p ordinary | SWAP | Short | 194 | 4.4942 GBP |
| 100p ordinary | SWAP | Short | 230 | 4.5263 GBP |
| 100p ordinary | SWAP | Short | 237 | 4.4925 GBP |
| 100p ordinary | SWAP | Short | 238 | 4.4844 GBP |
| 100p ordinary | SWAP | Short | 289 | 4.5280 GBP |
| 100p ordinary | SWAP | Short | 298 | 4.5201 GBP |
| 100p ordinary | SWAP | Short | 307 | 4.5121 GBP |
| 100p ordinary | SWAP | Short | 313 | 4.5257 GBP |
| 100p ordinary | SWAP | Short | 349 | 4.5031 GBP |
| 100p ordinary | SWAP | Short | 354 | 4.4655 GBP |
| 100p ordinary | SWAP | Short | 425 | 4.5075 GBP |
| 100p ordinary | SWAP | Short | 455 | 4.5043 GBP |
| 100p ordinary | SWAP | Short | 464 | 4.4865 GBP |
| 100p ordinary | SWAP | Short | 467 | 4.4878 GBP |
| 100p ordinary | SWAP | Short | 475 | 4.4964 GBP |
| 100p ordinary | SWAP | Short | 476 | 4.5279 GBP |
| 100p ordinary | SWAP | Short | 532 | 4.5116 GBP |
| 100p ordinary | SWAP | Short | 587 | 4.5085 GBP |
| 100p ordinary | SWAP | Short | 600 | 4.5196 GBP |
| 100p ordinary | SWAP | Short | 616 | 4.5537 GBP |
| 100p ordinary | SWAP | Short | 652 | 4.4998 GBP |
| 100p ordinary | SWAP | Short | 715 | 4.5197 GBP |
| 100p ordinary | SWAP | Short | 742 | 4.4917 GBP |
| 100p ordinary | SWAP | Short | 781 | 4.5137 GBP |
| 100p ordinary | SWAP | Short | 783 | 4.5530 GBP |
| 100p ordinary | SWAP | Short | 805 | 4.4685 GBP |
| 100p ordinary | SWAP | Short | 883 | 4.4388 GBP |
| 100p ordinary | SWAP | Short | 889 | 4.4992 GBP |
| 100p ordinary | SWAP | Short | 901 | 4.4513 GBP |
| 100p ordinary | SWAP | Short | 943 | 4.4457 GBP |
| 100p ordinary | CFD | Short | 990 | 6.4783 GBP |
| 100p ordinary | SWAP | Short | 1,007 | 4.4973 GBP |
| 100p ordinary | SWAP | Short | 1,012 | 4.5532 GBP |
| 100p ordinary | SWAP | Short | 1,130 | 4.5185 GBP |
| 100p ordinary | SWAP | Short | 1,182 | 4.4981 GBP |
| 100p ordinary | SWAP | Short | 1,409 | 4.4921 GBP |
| 100p ordinary | SWAP | Short | 1,465 | 4.5222 GBP |
| 100p ordinary | SWAP | Short | 1,500 | 4.5010 GBP |
| 100p ordinary | CFD | Short | 1,527 | 4.4381 GBP |
| 100p ordinary | SWAP | Short | 1,545 | 4.5008 GBP |
| 100p ordinary | SWAP | Short | 1,560 | 4.5023 GBP |
| 100p ordinary | SWAP | Short | 1,673 | 4.4846 GBP |
| 100p ordinary | SWAP | Short | 1,686 | 4.4828 GBP |
| 100p ordinary | SWAP | Short | 1,823 | 4.5044 GBP |
| 100p ordinary | SWAP | Short | 1,896 | 4.5259 GBP |
| 100p ordinary | SWAP | Short | 2,002 | 4.5184 GBP |
| 100p ordinary | SWAP | Short | 2,469 | 4.4993 GBP |
| 100p ordinary | SWAP | Short | 2,544 | 4.4862 GBP |
| 100p ordinary | SWAP | Short | 2,582 | 4.5009 GBP |
| 100p ordinary | SWAP | Short | 3,174 | 4.4628 GBP |
| 100p ordinary | SWAP | Short | 3,257 | 4.5282 GBP |
| 100p ordinary | SWAP | Short | 3,273 | 4.4187 GBP |
| 100p ordinary | SWAP | Short | 3,515 | 4.5111 GBP |
| 100p ordinary | SWAP | Short | 3,667 | 4.4934 GBP |
| 100p ordinary | SWAP | Short | 4,490 | 4.4861 GBP |
| 100p ordinary | SWAP | Short | 4,579 | 4.5054 GBP |
| 100p ordinary | SWAP | Short | 6,173 | 4.4944 GBP |
| 100p ordinary | SWAP | Short | 6,233 | 4.5525 GBP |
| 100p ordinary | SWAP | Short | 7,457 | 4.5161 GBP |
| 100p ordinary | SWAP | Short | 7,800 | 4.4933 GBP |
| 100p ordinary | SWAP | Short | 8,205 | 6.7000 GBP |
| 100p ordinary | SWAP | Short | 9,545 | 4.5192 GBP |
| 100p ordinary | SWAP | Short | 10,320 | 4.4941 GBP |
| 100p ordinary | SWAP | Short | 11,866 | 4.4671 GBP |
| 100p ordinary | SWAP | Short | 13,522 | 4.4988 GBP |
| 100p ordinary | SWAP | Short | 15,342 | 4.4951 GBP |
| 100p ordinary | SWAP | Short | 16,500 | 4.4512 GBP |
| 100p ordinary | SWAP | Short | 31,144 | 4.5216 GBP |
| 100p ordinary | SWAP | Short | 32,631 | 4.4972 GBP |
| 100p ordinary | SWAP | Short | 39,707 | 4.4804 GBP |
| 100p ordinary | SWAP | Short | 59,659 | 4.5025 GBP |
| 100p ordinary | SWAP | Short | 153,943 | 6.7002 GBP |
| 100p ordinary | SWAP | Short | 157,990 | 4.4961 GBP |
| 100p ordinary | SWAP | Short | 182,884 | 4.5294 GBP |
| 100p ordinary | CFD | Short | 200,000 | 6.7033 GBP |
| 100p ordinary | CFD | Short | 240,354 | 6.7000 GBP |
| 100p ordinary | CFD | Short | 257,307 | 4.4820 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 |
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(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 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
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(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
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(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 6 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.
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