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:	3 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:	8,986,248	0.88%	5,734,471	0.56%
(2)	Cash-settled derivatives:
		4,145,287	0.41%	1,472,832	0.14%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	3,650,000	0.36%
	TOTAL:	13,131,535	1.29%	10,857,303	1.07%

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	333	5.2250 GBP
ORD	Purchase	406	5.2361 GBP
ORD	Purchase	765	5.2225 GBP
ORD	Purchase	765	5.2275 GBP
ORD	Purchase	767	5.2125 GBP
ORD	Purchase	881	5.2100 GBP
ORD	Purchase	1,025	5.1750 GBP
ORD	Purchase	1,178	5.2312 GBP
ORD	Purchase	1,308	5.2450 GBP
ORD	Purchase	2,000	5.2500 GBP
ORD	Purchase	2,156	5.2350 GBP
ORD	Purchase	2,508	5.2310 GBP
ORD	Purchase	2,592	5.2321 GBP
ORD	Purchase	2,633	5.2337 GBP
ORD	Purchase	3,254	5.2400 GBP
ORD	Purchase	4,134	5.2286 GBP
ORD	Purchase	4,289	5.2383 GBP
ORD	Purchase	4,332	5.2050 GBP
ORD	Purchase	7,903	5.2187 GBP
ORD	Purchase	8,155	5.2287 GBP
ORD	Purchase	8,357	5.2186 GBP
ORD	Purchase	9,434	5.2381 GBP
ORD	Purchase	12,227	5.2315 GBP
ORD	Purchase	12,287	5.2200 GBP
ORD	Purchase	30,619	5.2359 GBP
ORD	Purchase	33,305	5.2322 GBP
ORD	Purchase	61,523	5.2285 GBP
ORD	Purchase	177,515	5.2300 GBP
ORD	Sale	765	5.2225 GBP
ORD	Sale	765	5.2275 GBP
ORD	Sale	767	5.2125 GBP
ORD	Sale	881	5.2100 GBP
ORD	Sale	1,025	5.1750 GBP
ORD	Sale	1,025	5.2050 GBP
ORD	Sale	1,308	5.2450 GBP
ORD	Sale	1,831	5.2350 GBP
ORD	Sale	2,148	5.2314 GBP
ORD	Sale	2,297	5.2208 GBP
ORD	Sale	2,392	5.2357 GBP
ORD	Sale	2,856	5.2134 GBP
ORD	Sale	3,254	5.2400 GBP
ORD	Sale	7,562	5.2319 GBP
ORD	Sale	8,902	5.2479 GBP
ORD	Sale	10,722	5.2500 GBP
ORD	Sale	15,885	5.2371 GBP
ORD	Sale	27,939	5.2229 GBP
ORD	Sale	54,010	5.2327 GBP
ORD	Sale	60,500	5.2289 GBP
ORD	Sale	75,909	5.2209 GBP
ORD	Sale	88,370	5.2300 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	5,063	5.2329 GBP
ORD	CFD	Long	3,622	5.1793 GBP
ORD	CFD	Long	7,609	5.2335 GBP
ORD	CFD	Long	17,212	5.2494 GBP
ORD	SWAP	Long	31,442	5.2321 GBP
ORD	CFD	Long	46,401	5.2326 GBP
ORD	SWAP	Long	81,754	5.2217 GBP
ORD	SWAP	Short	122	5.2304 GBP
ORD	SWAP	Short	406	5.2361 GBP
ORD	SWAP	Short	4,134	5.2286 GBP
ORD	CFD	Short	4,850	5.2199 GBP
ORD	SWAP	Short	9,434	5.2381 GBP
ORD	CFD	Short	21,386	5.2310 GBP
ORD	SWAP	Short	21,386	5.2310 GBP
ORD	CFD	Short	30,619	5.2359 GBP
ORD	CFD	Short	20,113	5.2319 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:	4 Aug 2015
Contact name:	Jay Supaya
Telephone number:	020 7773 0635

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 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	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:

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 [phone].

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

Category Code: RET

Sequence Number: 477992

Time of Receipt (offset from UTC): 20150804T131611+0100