17th Nov 2020 11:25
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 relevant securities this form relates: Use a separate form for each offeror/offeree | RSA INSURANCE GROUP PLC |
(c) Name of the party to the offer with which exempt principal trader is connected: | A consortium of Intact Financial Corporation and Tryg A/S |
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 16 Nov 2020 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” | NO |
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: | 24,798,479 | 2.40% | 3,583,854 | 0.35% | |
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(2) | Cash-settled derivatives: |
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1,550,157 | 0.15% | 19,842,268 | 1.92% | ||
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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: | 26,348,636 | 2.55% | 23,426,122 | 2.26% | |
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 | 4,672,449 | 6.5760 GBP | 6.4716 GBP |
100p ordinary | Sale | 924,580 | 6.5760 GBP | 6.47 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 | 6 | 6.5013 GBP |
| 100p ordinary | SWAP | Long | 9 | 6.5027 GBP |
| 100p ordinary | SWAP | Long | 10 | 6.5001 GBP |
| 100p ordinary | SWAP | Long | 13 | 6.5115 GBP |
| 100p ordinary | CFD | Long | 76 | 6.4714 GBP |
| 100p ordinary | SWAP | Long | 77 | 6.4716 GBP |
| 100p ordinary | SWAP | Long | 90 | 6.5051 GBP |
| 100p ordinary | SWAP | Long | 111 | 6.5134 GBP |
| 100p ordinary | SWAP | Long | 112 | 6.5018 GBP |
| 100p ordinary | SWAP | Long | 279 | 6.5023 GBP |
| 100p ordinary | SWAP | Long | 398 | 6.5104 GBP |
| 100p ordinary | SWAP | Long | 419 | 6.5062 GBP |
| 100p ordinary | SWAP | Long | 469 | 6.5223 GBP |
| 100p ordinary | SWAP | Long | 829 | 6.5101 GBP |
| 100p ordinary | SWAP | Long | 892 | 6.5067 GBP |
| 100p ordinary | SWAP | Long | 1,006 | 6.5696 GBP |
| 100p ordinary | SWAP | Long | 1,030 | 6.5116 GBP |
| 100p ordinary | SWAP | Long | 1,789 | 6.5226 GBP |
| 100p ordinary | SWAP | Long | 2,288 | 6.5088 GBP |
| 100p ordinary | SWAP | Long | 2,400 | 6.5098 GBP |
| 100p ordinary | SWAP | Long | 2,869 | 6.5049 GBP |
| 100p ordinary | SWAP | Long | 2,973 | 6.5225 GBP |
| 100p ordinary | CFD | Long | 3,307 | 6.5655 GBP |
| 100p ordinary | SWAP | Long | 5,000 | 6.5589 GBP |
| 100p ordinary | SWAP | Long | 5,009 | 6.5206 GBP |
| 100p ordinary | SWAP | Long | 6,094 | 6.5649 GBP |
| 100p ordinary | SWAP | Long | 6,097 | 6.5118 GBP |
| 100p ordinary | SWAP | Long | 8,249 | 6.5046 GBP |
| 100p ordinary | SWAP | Long | 10,653 | 6.5117 GBP |
| 100p ordinary | SWAP | Long | 12,248 | 6.4720 GBP |
| 100p ordinary | SWAP | Long | 25,135 | 6.5099 GBP |
| 100p ordinary | SWAP | Long | 27,167 | 6.5102 GBP |
| 100p ordinary | CFD | Long | 27,709 | 6.4700 GBP |
| 100p ordinary | SWAP | Long | 30,096 | 6.4717 GBP |
| 100p ordinary | SWAP | Long | 36,942 | 6.5760 GBP |
| 100p ordinary | SWAP | Long | 43,360 | 6.5059 GBP |
| 100p ordinary | CFD | Short | 76 | 6.5585 GBP |
| 100p ordinary | SWAP | Short | 588 | 6.5028 GBP |
| 100p ordinary | CFD | Short | 2,634 | 6.5690 GBP |
| 100p ordinary | CFD | Short | 5,037 | 6.5618 GBP |
| 100p ordinary | SWAP | Short | 7,518 | 6.4720 GBP |
| 100p ordinary | SWAP | Short | 7,700 | 6.5106 GBP |
| 100p ordinary | CFD | Short | 9,007 | 6.5304 GBP |
| 100p ordinary | CFD | Short | 22,735 | 6.4880 GBP |
| 100p ordinary | SWAP | Short | 30,000 | 6.5336 GBP |
| 100p ordinary | SWAP | Short | 38,713 | 6.5280 GBP |
| 100p ordinary | CFD | Short | 63,441 | 6.4760 GBP |
| 100p ordinary | SWAP | Short | 100,000 | 6.4905 GBP |
| 100p ordinary | SWAP | Short | 150,648 | 6.4946 GBP |
| 100p ordinary | SWAP | Short | 158,845 | 6.4804 GBP |
| 100p ordinary | SWAP | Short | 188,716 | 6.5357 GBP |
| 100p ordinary | SWAP | Short | 279,454 | 6.4808 GBP |
| 100p ordinary | SWAP | Short | 400,000 | 6.5261 GBP |
| 100p ordinary | SWAP | Short | 522,561 | 6.4770 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: | 17 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20201117005676/en/
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