FORM 8.5 (EPT/NON-RI) - RSA INSURANCE GROUP PLC

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 relevant securities this form relates: Use a separate form for each offeror/offeree	RSA INSURANCE GROUP PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Regent Bidco Limited (a wholly-owned subsidiary of Intact Financial Corporation)
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	09 March 2021
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	NO

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:	26,564,575	2.57%	9,801,440	0.95%
(2)	Cash-settled derivatives:
		12,680,809	1.22%	23,416,296	2.26%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	0	0.00%	0	0.00%
	TOTAL:	39,245,384	3.79%	33,217,736	3.21%

 

 

 

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	390,852	6.7820   GBP	6.7661   GBP
100p ordinary	Sale	265,343	6.7822   GBP	6.7699   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	761	6.7799   GBP
100p ordinary	SWAP	Long	1,928	6.7777   GBP
100p ordinary	CFD	Long	12,345	6.7800   GBP
100p ordinary	CFD	Long	17,099	6.7790   GBP
100p ordinary	SWAP	Long	141,774	6.7788   GBP
100p ordinary	CFD	Short	325	6.7820   GBP
100p ordinary	SWAP	Short	4,017	6.7803   GBP
100p ordinary	SWAP	Short	8,006	6.7800   GBP
100p ordinary	SWAP	Short	24,444	6.7780   GBP
100p ordinary	SWAP	Short	33,512	6.7757   GBP
100p ordinary	SWAP	Short	233,161	6.7783   GBP

 

 

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

(b) Cash-settled derivative transactions

Class of relevant security

Product description e.g. CFD

Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(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:	10 March 2021
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 [phone].

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