11 Sep 2015 14:50
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) | Full name of discloser: | Barclays PLC. | |||
| (b) | Owner or controller of interest and short | ||||
| positions disclosed, if different from 1(a): | |||||
| (c) | Name of offeror/offeree in relation to whose | RSA INSURANCE GROUP PLC | |||
| relevant securities this form relates: | |||||
| (d) | If an exempt fund manager connected with an | ||||
| offeror/offeree, state this and specify identity of | |||||
| offeror/offeree: | |||||
| (e) | Date position held/dealing undertaken: | 10 September 2015 | |||
| (f) | In addition to the company in 1(c) above, is the discloser making | NO | |||
| disclosures in respect of any other party to the offer? |
2. POSITIONS OF THE PERSON 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 following the dealing (if any)
| Class of relevant security: | ORD | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 7,823,270 | 0.77% | 3,986,610 | 0.39% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 2,433,199 | 0.24% | 1,912,857 | 0.19% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 0 | 0.00% | 1,745,000 | 0.17% | |||||||
| (4) | |||||||||||
| TOTAL: | 10,256,469 | 1.01% | 7,644,467 | 0.75% | |||||||
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 PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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 | Number of | Price per unit | ||||
| security | securities | ||||||
| ORD | Purchase | 326 | 5.0475 GBP | ||||
| ORD | Purchase | 330 | 5.0300 GBP | ||||
| ADR | Purchase | 579 | 7.7000 USD | ||||
| ORD | Purchase | 769 | 5.0525 GBP | ||||
| ORD | Purchase | 1,106 | 5.0620 GBP | ||||
| ORD | Purchase | 1,542 | 5.0681 GBP | ||||
| ORD | Purchase | 2,016 | 5.0669 GBP | ||||
| ORD | Purchase | 2,756 | 5.0775 GBP | ||||
| ORD | Purchase | 3,033 | 5.0437 GBP | ||||
| ORD | Purchase | 9,562 | 5.0363 GBP | ||||
| ORD | Purchase | 22,804 | 5.0640 GBP | ||||
| ORD | Purchase | 25,923 | 5.0629 GBP | ||||
| ORD | Purchase | 33,530 | 5.0703 GBP | ||||
| ORD | Purchase | 36,899 | 5.0800 GBP | ||||
| ORD | Purchase | 115,222 | 5.0600 GBP | ||||
| ORD | Sale | 326 | 5.0475 GBP | ||||
| ADR | Sale | 579 | 7.7000 USD | ||||
| ORD | Sale | 1,106 | 5.0620 GBP | ||||
| ORD | Sale | 1,378 | 5.0775 GBP | ||||
| ORD | Sale | 1,538 | 5.0525 GBP | ||||
| ORD | Sale | 1,661 | 5.0698 GBP | ||||
| ORD | Sale | 3,310 | 5.0557 GBP | ||||
| ORD | Sale | 3,629 | 5.0605 GBP | ||||
| ORD | Sale | 4,213 | 5.0458 GBP | ||||
| ORD | Sale | 5,119 | 5.0606 GBP | ||||
| ORD | Sale | 5,225 | 5.0518 GBP | ||||
| ORD | Sale | 5,875 | 5.0619 GBP | ||||
| ORD | Sale | 5,877 | 5.0550 GBP | ||||
| ORD | Sale | 12,780 | 5.0617 GBP | ||||
| ORD | Sale | 14,955 | 5.0600 GBP | ||||
| ORD | Sale | 30,941 | 5.0571 GBP | ||||
| ORD | Sale | 31,722 | 5.0520 GBP | ||||
| ORD | Sale | 40,118 | 5.0800 GBP | ||||
| ORD | Sale | 97,333 | 5.0615 GBP |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| ORD | CFD | Long | 579 | 5.0595 GBP | |||||
| ORD | SWAP | Long | 5,875 | 5.0619 GBP | |||||
| ORD | CFD | Long | 13,181 | 5.0374 GBP | |||||
| ORD | SWAP | Long | 27,510 | 5.0605 GBP | |||||
| ORD | SWAP | Long | 30,831 | 5.0544 GBP | |||||
| ORD | SWAP | Short | 1,542 | 5.0680 GBP | |||||
| ORD | CFD | Short | 22,804 | 5.0640 GBP | |||||
| ORD | SWAP | Short | 31,833 | 5.0613 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 |
(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 person making the disclosure and any party |
| to the offer or any person acting in concert with a party to the offer: |
| NONE |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between |
| the person 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 of future acquisition or disposal of any relevant securities to which |
| any derivative is referenced: |
| NONE |
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | YES | |
| Date of disclosure: | 11 Sep 2015 | |
| Contact name: | Jay Supaya | |
| Telephone number: | 020 7773 0635 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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.
143221.01
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| Identity of the person whose positions/dealings | Barclays PLC. |
| are being disclosed: | |
| Name of offeror/offeree in relation to whose | RSA INSURANCE GROUP PLC |
| relevant securities this from relates: |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class | Product | Writing, | Number | Exercise | Type | Expiry |
| of | description | purchasing, | of | price | date | |
| relevant | selling, | securities | per unit | |||
| security | varying etc | to which | ||||
| option | ||||||
| relates | ||||||
| ORD | Call Options | Purchased | 84,000 | 5.4570 | European | 17 Sep 2015 |
| ORD | Call Options | Written | -1,720,000 | 540.0000 | American | 17 Jun 2016 |
| ORD | Call Options | Written | -25,000 | 560.0000 | American | 17 Jun 2016 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
| Full details should be given so that the nature of the interest or position can be fully understood: |
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.
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