Last checked at 12 Mar 2024 11:47
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | J.P. Morgan Securities Plc |
(b) 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 |
(c) Name of the party to the offer with which exempt principal trader is connected: | Financial Adviser to Direct Line Insurance Group plc |
(d) Date dealing undertaken: | 11 March 2024 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | Yes, Ageas SA/NV |
2. DEALINGS 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 2(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 security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
Ordinary 10 10/11p | Purchase
Sale | 822,945
712,313 | 2.2510 GBP
2.2380 GBP | 2.2050 GBP
2.2050 GBP |
(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 |
Ordinary 10 10/11p | Equity Swap | Decrease Long
Decrease Short
Increase Long
Increase Short
| 8,260 2,688
2,333 10,000 474 2 1,512 10,634 3,621 6,103 119,435 13,949 7,566 10,817 27,695 1,352 1,114 900 21,029 75,473 264 61,962 982 3,228 1,561 3,404 11,126 52
54,267 22,422 3,071 28 2 2,532
8,716 9,215 131,500 123,667 21,576 2,050 2,368 19,200 5,606 8,359 16,260 100,000 7,908 19,354 10,527 31,452 67,363 2,027 885 | 2.2193 GBP 2.2253 GBP
2.2059 GBP 2.2068 GBP 2.2085 GBP 2.2099 GBP 2.2117 GBP 2.2134 GBP 2.2135 GBP 2.2147 GBP 2.2157 GBP 2.2160 GBP 2.2163 GBP 2.2192 GBP 2.2199 GBP 2.2205 GBP 2.2220 GBP 2.2223 GBP 2.2226 GBP 2.2227 GBP 2.2233 GBP 2.2243 GBP 2.2249 GBP 2.2250 GBP 2.2259 GBP 2.2295 GBP 2.2374 GBP 2.2700 GBP
2.2167 GBP 2.2170 GBP 2.2199 GBP 2.2227 GBP 2.2228 GBP 2.2246 GBP
2.2100 GBP 2.2110 GBP 2.2111 GBP 2.2148 GBP 2.2160 GBP 2.2167 GBP 2.2169 GBP 2.2183 GBP 2.2188 GBP 2.2189 GBP 2.2202 GBP 2.2211 GBP 2.2228 GBP 2.2243 GBP 2.2248 GBP 2.2250 GBP 2.2251 GBP 2.2310 GBP 2.2371 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 |
(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) |
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3. 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
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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 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
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| Date of disclosure: | 12 March 2024 |
| Contact name: | Natasha Mondon |
| Telephone number: | 01202 325175 |
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.