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: | 18 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: | 23,519,380 |
2.27% |
2,574,955 |
0.25% |
|
(2) |
Cash-settled derivatives: | ||||
1,552,080 |
0.15% |
19,582,685 |
1.89% |
||
(3) |
Stock-settled derivatives (including options) | ||||
| and agreements to purchase/sell: | 0 |
0.00% |
0 |
0.00% |
|
| TOTAL: | 25,071,460 |
2.42% |
22,157,640 |
2.14% |
|
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 |
7,260,532 |
8.610 GBP |
6.716 GBP |
100p ordinary |
Sale |
9,971,487 |
6.7680 GBP |
6.714 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 |
2 |
6.7194 GBP |
100p ordinary |
SWAP |
Long |
3 |
6.7233 GBP |
100p ordinary |
SWAP |
Long |
4 |
6.7357 GBP |
100p ordinary |
SWAP |
Long |
17 |
6.7149 GBP |
100p ordinary |
SWAP |
Long |
35 |
6.7235 GBP |
100p ordinary |
SWAP |
Long |
43 |
6.7251 GBP |
100p ordinary |
SWAP |
Long |
57 |
6.7237 GBP |
100p ordinary |
SWAP |
Long |
63 |
6.7271 GBP |
100p ordinary |
SWAP |
Long |
63 |
6.7358 GBP |
100p ordinary |
SWAP |
Long |
96 |
6.7409 GBP |
100p ordinary |
SWAP |
Long |
112 |
6.7411 GBP |
100p ordinary |
SWAP |
Long |
125 |
6.7497 GBP |
100p ordinary |
SWAP |
Long |
152 |
6.7248 GBP |
100p ordinary |
SWAP |
Long |
190 |
6.7442 GBP |
100p ordinary |
SWAP |
Long |
256 |
6.7213 GBP |
100p ordinary |
SWAP |
Long |
676 |
6.7353 GBP |
100p ordinary |
SWAP |
Long |
704 |
6.7516 GBP |
100p ordinary |
SWAP |
Long |
717 |
6.7603 GBP |
100p ordinary |
SWAP |
Long |
920 |
6.7293 GBP |
100p ordinary |
SWAP |
Long |
934 |
6.7292 GBP |
100p ordinary |
SWAP |
Long |
1,000 |
6.7175 GBP |
100p ordinary |
SWAP |
Long |
1,031 |
6.7445 GBP |
100p ordinary |
SWAP |
Long |
1,032 |
6.7418 GBP |
100p ordinary |
SWAP |
Long |
1,175 |
6.7496 GBP |
100p ordinary |
SWAP |
Long |
1,179 |
6.7612 GBP |
100p ordinary |
SWAP |
Long |
1,494 |
6.7361 GBP |
100p ordinary |
SWAP |
Long |
1,739 |
6.7382 GBP |
100p ordinary |
SWAP |
Long |
1,779 |
6.7291 GBP |
100p ordinary |
SWAP |
Long |
2,941 |
6.7565 GBP |
100p ordinary |
SWAP |
Long |
6,401 |
6.7522 GBP |
100p ordinary |
CFD |
Long |
6,657 |
6.7213 GBP |
100p ordinary |
SWAP |
Long |
7,548 |
6.7354 GBP |
100p ordinary |
SWAP |
Long |
9,982 |
6.7433 GBP |
100p ordinary |
SWAP |
Long |
10,150 |
6.7594 GBP |
100p ordinary |
SWAP |
Long |
11,558 |
6.7408 GBP |
100p ordinary |
SWAP |
Long |
12,069 |
6.7220 GBP |
100p ordinary |
SWAP |
Long |
12,961 |
6.7676 GBP |
100p ordinary |
SWAP |
Long |
13,775 |
6.7430 GBP |
100p ordinary |
SWAP |
Long |
17,932 |
6.7305 GBP |
100p ordinary |
SWAP |
Long |
18,488 |
6.7564 GBP |
100p ordinary |
SWAP |
Long |
19,281 |
6.7224 GBP |
100p ordinary |
SWAP |
Long |
19,617 |
6.7410 GBP |
100p ordinary |
CFD |
Long |
20,748 |
6.7518 GBP |
100p ordinary |
SWAP |
Long |
21,392 |
6.7613 GBP |
100p ordinary |
SWAP |
Long |
21,847 |
6.7199 GBP |
100p ordinary |
SWAP |
Long |
22,475 |
6.7443 GBP |
100p ordinary |
SWAP |
Long |
23,185 |
6.7677 GBP |
100p ordinary |
CFD |
Long |
30,141 |
6.7600 GBP |
100p ordinary |
SWAP |
Long |
30,726 |
6.7414 GBP |
100p ordinary |
SWAP |
Long |
47,215 |
6.7491 GBP |
100p ordinary |
SWAP |
Long |
49,343 |
6.7639 GBP |
100p ordinary |
SWAP |
Long |
68,322 |
6.7210 GBP |
100p ordinary |
CFD |
Long |
73,961 |
6.7427 GBP |
100p ordinary |
SWAP |
Long |
85,937 |
6.7650 GBP |
100p ordinary |
SWAP |
Long |
150,887 |
6.7551 GBP |
100p ordinary |
CFD |
Long |
162,526 |
6.7680 GBP |
100p ordinary |
CFD |
Long |
183,837 |
6.7674 GBP |
100p ordinary |
SWAP |
Long |
262,283 |
6.7440 GBP |
100p ordinary |
SWAP |
Long |
310,769 |
6.7549 GBP |
100p ordinary |
SWAP |
Long |
322,355 |
6.7579 GBP |
100p ordinary |
SWAP |
Long |
362,154 |
6.7338 GBP |
100p ordinary |
CFD |
Long |
1,225,725 |
6.7217 GBP |
100p ordinary |
SWAP |
Short |
19 |
6.7220 GBP |
100p ordinary |
SWAP |
Short |
77 |
6.7348 GBP |
100p ordinary |
SWAP |
Short |
85 |
6.7265 GBP |
100p ordinary |
SWAP |
Short |
102 |
6.7406 GBP |
100p ordinary |
SWAP |
Short |
118 |
6.7253 GBP |
100p ordinary |
SWAP |
Short |
141 |
6.7284 GBP |
100p ordinary |
SWAP |
Short |
229 |
6.7356 GBP |
100p ordinary |
SWAP |
Short |
474 |
6.7477 GBP |
100p ordinary |
SWAP |
Short |
513 |
6.7256 GBP |
100p ordinary |
SWAP |
Short |
4,163 |
6.7679 GBP |
100p ordinary |
CFD |
Short |
6,657 |
6.7226 GBP |
100p ordinary |
SWAP |
Short |
13,775 |
6.7430 GBP |
100p ordinary |
SWAP |
Short |
15,777 |
6.7249 GBP |
100p ordinary |
SWAP |
Short |
19,617 |
6.7410 GBP |
100p ordinary |
CFD |
Short |
20,000 |
6.7887 GBP |
100p ordinary |
SWAP |
Short |
34,942 |
6.7680 GBP |
100p ordinary |
SWAP |
Short |
56,381 |
6.7291 GBP |
100p ordinary |
CFD |
Short |
58,015 |
6.7263 GBP |
100p ordinary |
SWAP |
Short |
68,322 |
6.7210 GBP |
100p ordinary |
CFD |
Short |
162,526 |
6.7242 GBP |
100p ordinary |
CFD |
Short |
229,170 |
6.7294 GBP |
100p ordinary |
SWAP |
Short |
444,262 |
6.7466 GBP |
100p ordinary |
SWAP |
Short |
500,000 |
6.7247 GBP |
100p ordinary |
SWAP |
Short |
500,009 |
6.7257 GBP |
100p ordinary |
CFD |
Long |
20,000 |
8.9450 USD |
100p ordinary |
CFD |
Short |
20,000 |
8.6100 USD |
(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 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: | 19 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.