Form 8.3 - Aviva plc

LONDON--()--

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) Identity of the person whose positions/dealings are being disclosed:   Aviva 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

  Causeway Capital Management LLC
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

  Aviva plc
(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:   January 21, 2015 (dealing)
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?   No.

If YES, specify which:

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:   25p ordinary

 

  Interests   Short positions
  Number   %   Number   %
(1) Relevant securities owned and/or controlled:   61,553,503   2.086%        
(2) Derivatives (other than options):  

763,179 shares

(economic

exposure only via

total return swap

with no voting

rights)

  0.026%        
(3) Options and agreements to purchase/sell:                

TOTAL*:

  62,316,682   2.112%        

* Total includes economic exposure obtained through total return swap, but there are no voting rights associated with this exposure. (Also noted in the accompanying Supplemental Form 8.)

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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 executive options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

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.

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit
25p ordinary   purchase   1,398,517 shares   5.249

(b) Derivatives transactions (other than options)

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

(c) Options transactions in respect of existing securities

(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) Exercising

Class of relevant security   Product description

e.g. call option

  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)

The currency of all prices and other monetary amounts should be stated.

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.

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:

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? Yes.
Date of disclosure:   January 21, 2015
Contact name:   Nicolas Chang
Telephone number:   +1 310 231 6148

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 monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of person whose open positions are being disclosed:   Causeway Capital Management LLC
Name of offeror/ offeree in relation to whose relevant securities the disclosure relates:   Aviva plc

2. OPTIONS AND DERIVATIVES

Class of relevant security   Product description e.g. call option   Written or purchased   Number of securities to which option or derivative relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date
25p ordinary   Total return swap   Not applicable   763,179 shares   Not applicable   Total return swap   Can terminate exposures at any time

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:
Economic exposure only to (25p ordinary) shares of Aviva plc via total return swap with no voting rights.

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences (“CFDs”) or spread bets.

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 dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Short Name: Causeway Capital
Category Code: RET
Sequence Number: 449718
Time of Receipt (offset from UTC): 20150121T194716+0000

Contacts

Causeway Capital Management LLC

Contacts

Causeway Capital Management LLC