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:	27 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:	9,121,200	0.90%	3,661,694	0.36%
(2)	Cash-settled derivatives:
		2,185,607	0.21%	3,816,459	0.38%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	1,745,000	0.17%
	TOTAL:	11,306,807	1.11%	9,223,153	0.91%

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	2,332	5.1425 GBP
ORD	Purchase	3,747	5.1453 GBP
ORD	Purchase	6,100	5.1457 GBP
ADR	Purchase	6,500	7.9315 USD
ORD	Purchase	6,997	5.1381 GBP
ORD	Purchase	8,111	5.1383 GBP
ORD	Purchase	9,320	5.1475 GBP
ORD	Purchase	12,474	5.1450 GBP
ORD	Purchase	21,857	5.1497 GBP
ORD	Purchase	34,433	5.1476 GBP
ORD	Purchase	75,275	5.1411 GBP
ORD	Purchase	85,544	5.1500 GBP
ORD	Purchase	105,667	5.1499 GBP
ORD	Purchase	135,101	5.1474 GBP
ORD	Purchase	200,000	5.1505 GBP
ORD	Sale	2,990	5.1427 GBP
ORD	Sale	4,660	5.1475 GBP
ORD	Sale	4,664	5.1425 GBP
ORD	Sale	5,976	5.1491 GBP
ADR	Sale	6,500	7.9315 USD
ORD	Sale	7,609	5.1472 GBP
ORD	Sale	8,336	5.1502 GBP
ORD	Sale	8,435	5.1398 GBP
ORD	Sale	12,998	5.1458 GBP
ORD	Sale	14,136	5.1450 GBP
ORD	Sale	23,463	5.1503 GBP
ORD	Sale	27,098	5.1392 GBP
ORD	Sale	52,256	5.1362 GBP
ORD	Sale	137,491	5.1500 GBP
ORD	Sale	201,416	5.1482 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	600	5.1399 GBP
ORD	SWAP	Long	1,000	5.1444 GBP
ORD	CFD	Long	10,000	5.1443 GBP
ORD	CFD	Long	11,444	5.1493 GBP
ORD	CFD	Long	16,397	5.1343 GBP
ORD	SWAP	Long	22,051	5.1375 GBP
ORD	SWAP	Long	51,731	5.1385 GBP
ORD	CFD	Short	88	5.1005 GBP
ORD	SWAP	Short	400	5.1388 GBP
ORD	SWAP	Short	3,708	5.1449 GBP
ORD	SWAP	Short	4,807	5.1504 GBP
ORD	CFD	Short	6,100	5.1457 GBP
ORD	CFD	Short	6,500	5.1480 GBP
ORD	CFD	Short	15,432	5.1395 GBP
ORD	SWAP	Short	34,433	5.1476 GBP
ORD	SWAP	Short	54,865	5.1382 GBP
ORD	SWAP	Short	200,000	5.1505 GBP
ORD	CFD	Short	145,994	5.1484 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:	28 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	Purchased	84,000	5.4570	European	17 Sep 2015
ORD	Call Options	Written	-1,720,000	540.0000	American	17 Jun 2016
ORD	Call Options	Written	-25,000	560.0000	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: 481897

Time of Receipt (offset from UTC): 20150828T140212+0100