Last checked at 13 Mar 2024 09:00
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Direct Line Insurance Group plc |
(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. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Direct Line Insurance Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 11 March 2024 |
(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 - Ageas SA/NV |
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:
| Ordinary Shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | Nil | Nil |
(2) Cash-settled derivatives:
| Nil | Nil | Nil | Nil |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | Nil | Nil |
TOTAL: | Nil | Nil | Nil | Nil |
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: |
(a) Interests held by the directors of Direct Line Insurance Group plc and their close relatives and related trusts
Name | Number of ordinary shares | % of total issued share capital (excluding share options) |
Jon Greenwood | 112,891 | 0.00% |
Neil Manser | 318,949 | 0.00% |
Danuta Gray | 26,500 | 0.00% |
Gregor Stewart | 2,925 | 0.00% |
(b) Interests held as options or awards under the share plans of Direct Line Insurance Group plc by the directors of Direct Line Insurance Group plc and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code[1]
Name | Share Plan | Total options/awards outstanding | Vested/Unvested | Vesting date |
Jon Greenwood | Long Term Incentive Plan | 105,485 | Unvested | 26 March 2024 |
118,846 | Unvested | 31 August 2024 | ||
123,143 | Unvested | 29 March 2025 | ||
148,056 | Unvested | 30 August 2025 | ||
1,058,394 | Unvested | 30 March 2028 | ||
Share Incentive Plan | 7,457 | Vested | N/A | |
24 | Unvested | 29 March 2024 | ||
25 | Unvested | 27 April 2024 | ||
26 | Unvested | 27 May 2024 | ||
26 | Unvested | 28 June 2024 | ||
25 | Unvested | 27 July 2024 | ||
24 | Unvested | 27 August 2024 | ||
26 | Unvested | 27 September 2024 | ||
26 | Unvested | 27 October 2024 | ||
28 | Unvested | 29 November 2024 | ||
27 | Unvested | 29 December 2024 | ||
24 | Unvested | 27 January 2025 | ||
26 | Unvested | 28 February 2025 | ||
26 | Unvested | 28 March 2025 | ||
30 | Unvested | 27 April 2025 | ||
29 | Unvested | 27 May 2025 | ||
29 | Unvested | 27 June 2025 | ||
37 | Unvested | 27 July 2025 | ||
36 | Unvested | 30 August 2025 | ||
41 | Unvested | 27 September 2025 | ||
37 | Unvested | 27 October 2025 | ||
33 | Unvested | 28 November 2025 | ||
34 | Unvested | 28 December 2025 | ||
42 | Unvested | 27 January 2026 | ||
42 | Unvested | 27 February 2026 | ||
53 | Unvested | 27 March 2026 | ||
44 | Unvested | 27 April 2026 | ||
44 | Unvested | 30 May 2026 | ||
51 | Unvested | 27 June 2026 | ||
46 | Unvested | 27 July 2026 | ||
48 | Unvested | 29 August 2026 | ||
42 | Unvested | 27 September 2026 | ||
47 | Unvested | 27 October 2026 | ||
40 | Unvested | 27 November 2026 | ||
40 | Unvested | 27 December 2026 | ||
44 | Unvested | 29 January 2027 | ||
46 | Unvested | 27 February 2027 | ||
Deferred Annual Incentive Plan | 75,312 | Unvested | 26 March 2024 | |
82,752 | Unvested | 29 March 2025 | ||
Neil Manser | Long Term Incentive Plan | 70,309 | Unvested | 26 March 2024 |
187,863 | Unvested | 31 August 2026 | ||
204,949 | Unvested | 29 March 2027 | ||
246,411 | Unvested | 30 August 2027 | ||
751,824 | Unvested | 30 March 2028 | ||
Share Incentive Plan | 9,416 | Vested | N/A | |
24 | Unvested | 29 March 2024 | ||
25 | Unvested | 27 April 2024 | ||
344 | Unvested | 20 May 2024 | ||
26 | Unvested | 27 May 2024 | ||
26 | Unvested | 28 June 2024 | ||
25 | Unvested | 27 July 2024 | ||
24 | Unvested | 27 August 2024 | ||
185 | Unvested | 03 September 2024 | ||
26 | Unvested | 27 September 2024 | ||
26 | Unvested | 27 October 2024 | ||
28 | Unvested | 29 November 2024 | ||
27 | Unvested | 29 December 2024 | ||
24 | Unvested | 27 January 2025 | ||
26 | Unvested | 28 February 2025 | ||
26 | Unvested | 28 March 2025 | ||
30 | Unvested | 27 April 2025 | ||
495 | Unvested | 18 May 2025 | ||
28 | Unvested | 27 May 2025 | ||
30 | Unvested | 27 June 2025 | ||
37 | Unvested | 27 July 2025 | ||
36 | Unvested | 30 August 2025 | ||
332 | Unvested | 09 September 2025 | ||
40 | Unvested | 27 September 2025 | ||
37 | Unvested | 27 October 2025 | ||
34 | Unvested | 28 November 2025 | ||
34 | Unvested | 28 December 2025 | ||
42 | Unvested | 27 January 2026 | ||
42 | Unvested | 27 February 2026 | ||
53 | Unvested | 27 March 2026 | ||
44 | Unvested | 27 April 2026 | ||
44 | Unvested | 30 May 2026 | ||
51 | Unvested | 27 June 2026 | ||
46 | Unvested | 27 July 2026 | ||
48 | Unvested | 29 August 2026 | ||
41 | Unvested | 27 September 2026 | ||
48 | Unvested | 27 October 2026 | ||
40 | Unvested | 27 November 2026 | ||
40 | Unvested | 27 December 2026 | ||
43 | Unvested | 29 January 2027 | ||
47 | Unvested | 27 February 2027 | ||
Deferred Annual Incentive Plan | 50,476 | Unvested | 26 March 2024 | |
107,149 | Unvested | 29 March 2025 |
(c) Interests held and short positions held by connected advisers of Direct Line Group plc
Name | Security | Number | Short positions | % of total issued share capital (excluding share options) |
Goldman Sachs & Co. LLC | Ordinary 10 10/11p | 0 | 11 | 0.00% |
Goldman Sachs International | Ordinary 10 10/11p | 5 | 0 | 0.00% |
Other than as set out above, no interests, short positions or rights to subscribe are held by Direct Line Insurance Group plc's connected advisers, or the persons affiliated with them, who are not exempt principal traders for the purposes of the Rule 8 of the Code.
(d) Interests, short positions and rights to subscribe held by other presumed concert parties of Direct Line Group plc
Name | Number of ordinary shares | % of total issued share capital (excluding share options) |
N/A | N/A | N/A |
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 |
(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 |
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 12 March 2024 |
| Contact name: | Roger Clifton, Company Secretary |
| Telephone number: | +44 (0) 7710 179939 |
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.
[1] Note: The exercise price is nil for all of the awards.