Form 8.3 - RSA INSURANCE GROUP 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)   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:   03 September 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: 10,142,394 1.00% 3,597,638 0.35%
           
(2) Cash-settled derivatives:
1,943,219 0.19% 4,235,785 0.42%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 1,745,000 0.17%
           
 
TOTAL: 12,085,613 1.19% 9,578,423 0.94%

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 1,528 5.0879 GBP
ORD Purchase 1,629 5.0950 GBP
ORD Purchase 3,913 5.0925 GBP
ORD Purchase 4,472 5.0971 GBP
ORD Purchase 6,465 5.0875 GBP
ORD Purchase 8,854 5.0889 GBP
ORD Purchase 12,133 5.0932 GBP
ORD Purchase 16,066 5.1000 GBP
ORD Purchase 21,636 5.0854 GBP
ORD Purchase 26,414 5.0994 GBP
ORD Purchase 29,697 5.0903 GBP
ORD Purchase 35,083 5.0901 GBP
ORD Purchase 36,501 5.0876 GBP
ORD Purchase 40,558 5.0939 GBP
ORD Purchase 89,702 5.0900 GBP
ORD Purchase 133,514 5.0850 GBP
ORD Purchase 250,000 5.0926 GBP
ORD Purchase 1,200,870 5.0956 GBP
ORD Sale 111 5.0856 GBP
ORD Sale 1,629 5.0950 GBP
ORD Sale 2,735 5.0925 GBP
ORD Sale 2,878 5.0876 GBP
ORD Sale 3,316 5.0907 GBP
ORD Sale 3,588 5.1025 GBP
ORD Sale 4,285 5.0898 GBP
ORD Sale 6,465 5.0875 GBP
ORD Sale 12,240 5.0890 GBP
ORD Sale 14,766 5.1000 GBP
ORD Sale 15,780 5.0902 GBP
ORD Sale 16,196 5.0981 GBP
ORD Sale 39,698 5.1031 GBP
ORD Sale 39,698 5.1063 GBP
ORD Sale 61,488 5.0900 GBP
ORD Sale 66,543 5.0922 GBP
ORD Sale 146,610 5.0850 GBP
ORD Sale 151,708 5.0917 GBP
ORD Sale 167,918 5.0873 GBP
ORD Sale 608,834 5.0870 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 300 5.0882 GBP
ORD CFD Long 6,000 5.0895 GBP
ORD SWAP Long 23,170 5.0953 GBP
ORD CFD Short 2,000 5.0906 GBP
ORD CFD Short 2,523 5.0921 GBP
ORD SWAP Short 16,700 5.0890 GBP
ORD SWAP Short 20,138 5.0992 GBP
ORD CFD Short 27,174 5.0901 GBP
ORD SWAP Short 36,501 5.0876 GBP
ORD CFD Short 39,188 5.0900 GBP
ORD CFD Short 63,439 5.0952 GBP
ORD SWAP Short 63,439 5.0952 GBP
ORD SWAP Short 250,000 5.0926 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 Sep 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 monitoring@disclosure.org.uk. 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.

Short Name: BARCLAYS PLC
Category Code: RET
Sequence Number: 482965
Time of Receipt (offset from UTC): 20150904T144153+0100

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC