1 Dec 2020 12:20
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 | RSA INSURANCE GROUP PLC |
| relevant securities this form relates: | ||
| (c) | Name of the party to the offer with which exempt | Regent Bidco Limited (a wholly-owned subsidiary of Intact Financial Corporation) |
| principal trader is connected | ||
| (d) | Date position held/dealing undertaken: | 30 November 2020 |
| (e) | In addition to the company in 1(b) above, is the exempt principal | NO |
| trader making disclosures in respect of any other party to the offer? |
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 |
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Interests | Short Positions | ||||
Number | (%) | Number | (%) | ||
(1) | Relevant securities owned |
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| and/or controlled: | 21,747,596 | 2.10% | 3,449,855 | 0.33% | |
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(2) | Cash-settled derivatives: |
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2,220,559 | 0.21% | 16,687,118 | 1.61% | ||
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(3) | Stock-settled derivatives (including options) |
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| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |
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| TOTAL: | 23,968,155 | 2.32% | 20,136,973 | 1.95% | |
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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: |
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Details, including nature of the rights concerned and relevant percentages: |
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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 | 4,862,115 | 6.7580 GBP | 6.74 GBP |
| 100p ordinary | Sale | 4,856,566 | 6.7626 GBP | 6.74 GBP |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per |
| relevant | description | reference | unit | |
| security | securities |
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| 100p ordinary | SWAP | Long | 1,000 | 6.7495 GBP |
| 100p ordinary | SWAP | Long | 1,133 | 6.7538 GBP |
| 100p ordinary | SWAP | Long | 6,373 | 6.7520 GBP |
| 100p ordinary | CFD | Long | 10,653 | 6.7483 GBP |
| 100p ordinary | SWAP | Long | 92,365 | 6.7400 GBP |
| 100p ordinary | SWAP | Long | 96,955 | 6.7573 GBP |
| 100p ordinary | SWAP | Long | 106,794 | 6.7412 GBP |
| 100p ordinary | SWAP | Long | 134,080 | 6.7411 GBP |
| 100p ordinary | CFD | Long | 296,810 | 6.7395 GBP |
| 100p ordinary | SWAP | Long | 374,051 | 6.7458 GBP |
| 100p ordinary | SWAP | Short | 262 | 6.7479 GBP |
| 100p ordinary | CFD | Short | 951 | 6.7525 GBP |
| 100p ordinary | CFD | Short | 1,000 | 6.7494 GBP |
| 100p ordinary | SWAP | Short | 2,537 | 6.7403 GBP |
| 100p ordinary | SWAP | Short | 3,021 | 6.7508 GBP |
| 100p ordinary | CFD | Short | 4,753 | 6.7444 GBP |
| 100p ordinary | SWAP | Short | 6,668 | 6.7451 GBP |
| 100p ordinary | CFD | Short | 6,867 | 6.7468 GBP |
| 100p ordinary | SWAP | Short | 51,097 | 6.7400 GBP |
| 100p ordinary | SWAP | Short | 76,776 | 6.7435 GBP |
| 100p ordinary | SWAP | Short | 204,058 | 6.7473 GBP |
| 100p ordinary | SWAP | Short | 277,105 | 6.7436 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 |
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(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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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
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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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(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 1 Dec 2020 |
| 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 +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
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