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Last checked at 
5 Jan 2015 16:29
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
1. KEY INFORMATION
(a) Full name of discloser: | Catlin Group Limited |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | XL Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 5 January 2015 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES - Catlin Group Limited
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2. POSITIONS OF THE PARTY TO THE OFFER 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
Class of relevant security:
| XL Group plc ordinary shares of US$ 0.01 each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0.00 | Nil | 0.00 |
(2) Cash-settled derivatives:
| Nil | 0.00 | Nil | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0.00 | Nil | 0.00 |
TOTAL: | Nil | 0.00 | Nil | 0.00 |
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
3(a) Interests of directors of Catlin Group Limited (and persons presumed to be acting in concert with the Directors) in XL Group plc US$0.01 ordinary shares
Director | Number of XL Group plc US$0.01 ordinary shares | Percentage of existing issued shares |
Fiona Luck | 48,500 | 0.019% |
3(b) Directors' rights to subscribe in US$0.01 ordinary shares of XL Group plc (and persons presumed to be acting in concert with the Directors)
Director | Number of XL Group plc US$0.01 ordinary shares | Vesting date |
Fiona Luck | 75,000 | Vested (right to subscribe expires in 2018) |
3(c) Interests in XL Group plc securities held by the connected advisers of Catlin Group Limited
Connected adviser | Owner of interests (if different) | Number of XL Group plc ordinary shares of US$ 0.01 each | Type of interest |
Barclays (Financial Adviser and Corporate Broker) | Palomino Limited | 746,440 | Shares (long equity) |
JP Morgan Cazenove (Financial Adviser) | JP Morgan Securities LLC | 442,486 291,964 30,000 | Shares (long equity) Short equityShort equity swap |
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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 party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, 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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| (1) Date of disclosure: | 5 January 2015 |
| (2) Contact name: | Nicola Graham |
| (3) Telephone number: | 0207 626 0486 |
Catlin is a Bermudian entity and is therefore not subject to the City Code. Shareholders of Catlin and others dealing are therefore not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosures as if the City Code applied and as if Catlin were in an "offer period".
Accordingly, public disclosures consistent with the provisions of Rule 8 of the City Code should be released directly through a Regulatory Information Service and should not be emailed to the Takeover Panel. Private disclosures should be emailed to Catlin, at the following address: john.smedley@catlin.com
The City Code can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
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