Form 8.3 - RSA INSURANCE GROUP PLC

LONDON--(BUSINESS WIRE)--

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:	30 July 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:	9,009,011	0.89%	6,138,106	0.60%
(2)	Cash-settled derivatives:
		4,336,972	0.43%	1,166,348	0.11%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	3,650,000	0.36%
(4)
	TOTAL:	13,345,983	1.31%	10,954,454	1.08%

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
ADR	Purchase	109	8.1516 USD
ORD	Purchase	422	5.1850 GBP
ORD	Purchase	774	5.1625 GBP
ORD	Purchase	1,548	5.1675 GBP
ORD	Purchase	1,804	5.1375 GBP
ORD	Purchase	2,228	5.1838 GBP
ORD	Purchase	2,472	5.1808 GBP
ORD	Purchase	3,127	5.1626 GBP
ORD	Purchase	3,309	5.1750 GBP
ORD	Purchase	5,925	5.1691 GBP
ORD	Purchase	8,419	5.1800 GBP
ADR	Purchase	9,700	8.1000 USD
ORD	Purchase	27,722	5.1739 GBP
ORD	Purchase	31,117	5.1693 GBP
ORD	Purchase	32,500	5.1663 GBP
ORD	Purchase	33,213	5.1706 GBP
ORD	Purchase	33,380	5.1885 GBP
ORD	Purchase	47,716	5.1832 GBP
ORD	Purchase	139,077	5.1700 GBP
ORD	Purchase	443,014	5.1710 GBP
ADR	Sale	109	8.1516 USD
ORD	Sale	230	5.1850 GBP
ORD	Sale	584	5.1575 GBP
ORD	Sale	774	5.1625 GBP
ORD	Sale	774	5.1675 GBP
ORD	Sale	1,552	5.1500 GBP
ORD	Sale	1,758	5.1619 GBP
ORD	Sale	1,804	5.1375 GBP
ORD	Sale	2,288	5.1800 GBP
ORD	Sale	2,642	5.1655 GBP
ORD	Sale	3,726	5.1786 GBP
ORD	Sale	3,901	5.1636 GBP
ORD	Sale	4,764	5.1691 GBP
ORD	Sale	7,360	5.1654 GBP
ORD	Sale	7,942	5.1735 GBP
ADR	Sale	9,700	8.1000 USD
ORD	Sale	19,876	5.1711 GBP
ORD	Sale	23,309	5.1750 GBP
ORD	Sale	26,100	5.1595 GBP
ORD	Sale	31,123	5.1685 GBP
ORD	Sale	37,146	5.1694 GBP
ORD	Sale	54,618	5.1642 GBP
ORD	Sale	252,786	5.1700 GBP

(b) Cash-settled derivative transactions

Class of	Product	Nature of dealing	Number of	Price per
relevant	description		reference	unit
security			securities
ORD	SWAP	Long	2,390	5.1662 GBP
ORD	CFD	Long	9,600	5.1735 GBP
ORD	SWAP	Long	16,092	5.1673 GBP
ORD	CFD	Long	20,000	5.1750 GBP
ORD	CFD	Long	21,443	5.1575 GBP
ORD	SWAP	Long	25,600	5.1695 GBP
ORD	CFD	Long	26,100	5.1595 GBP
ORD	SWAP	Long	52,121	5.1689 GBP
ORD	CFD	Long	88,065	5.1700 GBP
ORD	SWAP	Long	88,065	5.1700 GBP
ORD	SWAP	Short	100	5.1601 GBP
ORD	CFD	Short	1,848	5.1354 GBP
ORD	CFD	Short	2,472	5.1808 GBP
ORD	SWAP	Short	5,925	5.1691 GBP
ORD	CFD	Short	9,849	5.1721 GBP
ORD	SWAP	Short	10,141	5.1648 GBP
ORD	CFD	Short	15,405	5.1856 GBP
ORD	SWAP	Short	33,380	5.1885 GBP
ORD	SWAP	Short	41,477	5.1647 GBP
ORD	SWAP	Short	47,716	5.1832 GBP
ORD	CFD	Short	155,334	5.1732 GBP
ORD	CFD	Short	93,762	5.1739 GBP
ORD	CFD	Short	204,512	5.1693 GBP
ORD	SWAP	Short	204,512	5.1693 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:

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 of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?	YES
Date of disclosure:	31 Jul 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 [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on [phone].

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 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. OPTIONS AND DERIVATIVES

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	Written	-3,650,000	540.0000	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:

Category Code: RET

Sequence Number: 477656

Time of Receipt (offset from UTC): 20150731T191739+0100