LONDON--(BUSINESS WIRE)--
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) | Name of exempt principal trader: | BARCLAYS CAPITAL SECURITIES LTD |
| (b) | Name of offeror/offeree in relation to whose | RSA INSURANCE GROUP PLC |
| relevant securities this form relates: | ||
| (c) | Name of the party to the offer with which exempt | Regent Bidco Limited (a wholly-owned subsidiary of Intact Financial Corporation) |
| principal trader is connected | ||
| (d) | Date position held/dealing undertaken: | 17 November 2020 |
| (e) | In addition to the company in 1(b) above, is the exempt principal | NO |
| trader making disclosures in respect of any other party to the offer? |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
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(b), 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: | 100p ordinary | ||||
| Interests | Short Positions | ||||
| Number | (%) | Number | (%) | ||
(1) |
Relevant securities owned | ||||
| and/or controlled: | 26,005,390 |
2.51% |
2,281,299 |
0.22% |
|
|
|
|
|
||
(2) |
Cash-settled derivatives: |
|
|
|
|
1,551,157 |
0.15% |
21,107,174 |
2.04% |
||
|
|
|
|
||
(3) |
Stock-settled derivatives (including options) |
|
|
|
|
| and agreements to purchase/sell: | 0 |
0.00% |
0 |
0.00% |
|
|
|
|
|
||
|
|
|
|
||
| TOTAL: | 27,556,547 |
2.66% |
23,388,473 |
2.26% |
|
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 EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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 | Total number of | Highest price per unit | Lowest price per unit |
| security | securities | paid/received | paid/received | |
100p ordinary |
Purchase |
3,515,809 |
6.5745 GBP |
6.4696 GBP |
100p ordinary |
Sale |
994,926 |
6.5100 GBP |
6.4697 GBP |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per |
| relevant | description | reference | unit | |
| security | securities | |||
100p ordinary |
SWAP |
Long |
6 |
6.4933 GBP |
100p ordinary |
SWAP |
Long |
10 |
6.4949 GBP |
100p ordinary |
SWAP |
Long |
13 |
6.4945 GBP |
100p ordinary |
SWAP |
Long |
24 |
6.4916 GBP |
100p ordinary |
SWAP |
Long |
35 |
6.4907 GBP |
100p ordinary |
SWAP |
Long |
36 |
6.4868 GBP |
100p ordinary |
SWAP |
Long |
37 |
6.4948 GBP |
100p ordinary |
SWAP |
Long |
42 |
6.4882 GBP |
100p ordinary |
SWAP |
Long |
56 |
6.4934 GBP |
100p ordinary |
SWAP |
Long |
61 |
6.4899 GBP |
100p ordinary |
SWAP |
Long |
64 |
6.4879 GBP |
100p ordinary |
SWAP |
Long |
77 |
6.4953 GBP |
100p ordinary |
SWAP |
Long |
84 |
6.5039 GBP |
100p ordinary |
SWAP |
Long |
92 |
6.4930 GBP |
100p ordinary |
SWAP |
Long |
105 |
6.4947 GBP |
100p ordinary |
SWAP |
Long |
112 |
6.4901 GBP |
100p ordinary |
SWAP |
Long |
119 |
6.4912 GBP |
100p ordinary |
SWAP |
Long |
122 |
6.4900 GBP |
100p ordinary |
SWAP |
Long |
128 |
6.4878 GBP |
100p ordinary |
SWAP |
Long |
179 |
6.4926 GBP |
100p ordinary |
SWAP |
Long |
209 |
6.4908 GBP |
100p ordinary |
SWAP |
Long |
254 |
6.4928 GBP |
100p ordinary |
SWAP |
Long |
277 |
6.4923 GBP |
100p ordinary |
SWAP |
Long |
357 |
6.4935 GBP |
100p ordinary |
SWAP |
Long |
383 |
6.4946 GBP |
100p ordinary |
SWAP |
Long |
455 |
6.4924 GBP |
100p ordinary |
SWAP |
Long |
456 |
6.4872 GBP |
100p ordinary |
SWAP |
Long |
459 |
6.4893 GBP |
100p ordinary |
SWAP |
Long |
765 |
6.4917 GBP |
100p ordinary |
SWAP |
Long |
880 |
6.4937 GBP |
100p ordinary |
SWAP |
Long |
914 |
6.4927 GBP |
100p ordinary |
SWAP |
Long |
976 |
6.4995 GBP |
100p ordinary |
SWAP |
Long |
990 |
6.4848 GBP |
100p ordinary |
SWAP |
Long |
1,010 |
6.4897 GBP |
100p ordinary |
SWAP |
Long |
1,025 |
6.4904 GBP |
100p ordinary |
SWAP |
Long |
1,054 |
6.4833 GBP |
100p ordinary |
SWAP |
Long |
1,075 |
6.4929 GBP |
100p ordinary |
SWAP |
Long |
1,111 |
6.4836 GBP |
100p ordinary |
SWAP |
Long |
1,147 |
6.4885 GBP |
100p ordinary |
SWAP |
Long |
2,276 |
6.4913 GBP |
100p ordinary |
SWAP |
Long |
2,571 |
6.4870 GBP |
100p ordinary |
SWAP |
Long |
2,700 |
6.4918 GBP |
100p ordinary |
SWAP |
Long |
3,698 |
6.4963 GBP |
100p ordinary |
SWAP |
Long |
3,909 |
6.4887 GBP |
100p ordinary |
CFD |
Long |
3,925 |
6.4920 GBP |
100p ordinary |
SWAP |
Long |
5,559 |
6.4936 GBP |
100p ordinary |
CFD |
Long |
6,297 |
6.4814 GBP |
100p ordinary |
SWAP |
Long |
6,430 |
6.4922 GBP |
100p ordinary |
SWAP |
Long |
12,820 |
6.4931 GBP |
100p ordinary |
SWAP |
Long |
13,029 |
6.4952 GBP |
100p ordinary |
SWAP |
Long |
13,158 |
6.4883 GBP |
100p ordinary |
SWAP |
Long |
15,533 |
6.4996 GBP |
100p ordinary |
CFD |
Long |
20,617 |
6.4904 GBP |
100p ordinary |
SWAP |
Long |
21,724 |
6.4697 GBP |
100p ordinary |
SWAP |
Long |
28,205 |
6.4861 GBP |
100p ordinary |
SWAP |
Long |
30,653 |
6.4849 GBP |
100p ordinary |
SWAP |
Long |
79,112 |
6.5010 GBP |
100p ordinary |
SWAP |
Long |
292,731 |
6.4884 GBP |
100p ordinary |
CFD |
Short |
3,925 |
6.4920 GBP |
100p ordinary |
CFD |
Short |
10,884 |
6.4884 GBP |
100p ordinary |
SWAP |
Short |
43,767 |
6.4712 GBP |
100p ordinary |
CFD |
Short |
51,904 |
6.4704 GBP |
100p ordinary |
SWAP |
Short |
100,000 |
6.4950 GBP |
100p ordinary |
SWAP |
Short |
100,000 |
6.5746 GBP |
100p ordinary |
SWAP |
Short |
200,000 |
6.4745 GBP |
100p ordinary |
SWAP |
Short |
204,173 |
6.4700 GBP |
100p ordinary |
SWAP |
Short |
204,823 |
6.4890 GBP |
100p ordinary |
SWAP |
Short |
215,000 |
6.4930 GBP |
100p ordinary |
SWAP |
Short |
222,864 |
6.4929 GBP |
100p ordinary |
CFD |
Short |
236,712 |
6.4705 GBP |
100p ordinary |
SWAP |
Short |
250,000 |
6.4941 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 |
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|
(ii) Exercise
Class of relevant security |
Product description e.g. call option |
Exercising/ exercised against |
Number of securities |
Exercise price per unit |
|
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|
|
|
(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 exempt principal trader 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” |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader 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? | NO |
| Date of disclosure: | 18 Nov 2020 |
| Contact name: | Large Holdings Regulatory Operations |
| Telephone number: | 020 3134 7213 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
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.