22 Mar 2021 11:38
Amendment - due to the amendment of Equity transactions, the disclosure made on 19 November for dealings on 18 November has been updated. Section 2(a) has been updated.
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: | (GS) GOLDMAN SACHS INTERNATIONAL |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | RSA INSURANCE GROUP PLC |
(c) Name of the party to the offer with which exempt principal trader is connected: | RSA INSURANCE GROUP PLC |
(d) Date dealing undertaken: | 18 November 2020 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
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 |
100p ordinary | Purchases | 24,352,082 | 6.7680 GBP | 6.7000 GBP |
100p ordinary | Sales | 20,683,155 | 6.7680 GBP | 6.7150 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 |
100p ordinary | CFD | Opening a short position | 214,286 | 6.7000 GBP |
100p ordinary | CFD | Opening a short position | 285,714 | 6.7000 GBP |
100p ordinary | CFD | Increasing a short position | 26,138 | 6.7111 GBP |
100p ordinary | CFD | Increasing a short position | 68,275 | 6.7111 GBP |
100p ordinary | CFD | Opening a short position | 130,587 | 6.7111 GBP |
100p ordinary | CFD | Reducing a short position | 201,569 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 8,374 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 255,558 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 857 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 90,727 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 132 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 43 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 306 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 361,598 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 71,560 | 6.7145 GBP |
100p ordinary | CFD | Reducing a short position | 878 | 6.7145 GBP |
100p ordinary | CFD | Increasing a long position | 445 | 6.7189 GBP |
100p ordinary | CFD | Reducing a short position | 186 | 6.7200 GBP |
100p ordinary | CFD | Increasing a short position | 100,000 | 6.7200 GBP |
100p ordinary | CFD | Increasing a short position | 180,300 | 6.7200 GBP |
100p ordinary | CFD | Increasing a short position | 119,700 | 6.7200 GBP |
100p ordinary | CFD | Increasing a short position | 119,700 | 6.7200 GBP |
100p ordinary | CFD | Increasing a short position | 13,000 | 6.7204 GBP |
100p ordinary | CFD | Increasing a short position | 52,000 | 6.7204 GBP |
100p ordinary | CFD | Increasing a short position | 99,750 | 6.7204 GBP |
100p ordinary | CFD | Opening a short position | 1,479,145 | 6.7220 GBP |
100p ordinary | CFD | Reducing a short position | 2,231,835 | 6.7220 GBP |
100p ordinary | CFD | Reducing a short position | 1,479,145 | 6.7220 GBP |
100p ordinary | CFD | Opening a short position | 2,231,835 | 6.7220 GBP |
100p ordinary | CFD | Increasing a long position | 17,680 | 6.7220 GBP |
100p ordinary | CFD | Increasing a short position | 18,000 | 6.7234 GBP |
100p ordinary | CFD | Increasing a short position | 18,000 | 6.7234 GBP |
100p ordinary | CFD | Reducing a short position | 43,684 | 6.7239 GBP |
100p ordinary | CFD | Increasing a long position | 184 | 6.7263 GBP |
100p ordinary | CFD | Reducing a short position | 30,000 | 6.7267 GBP |
100p ordinary | CFD | Reducing a short position | 1,767 | 6.7269 GBP |
100p ordinary | CFD | Increasing a short position | 300,500 | 6.7272 GBP |
100p ordinary | CFD | Increasing a short position | 199,500 | 6.7272 GBP |
100p ordinary | CFD | Increasing a short position | 50,000 | 6.7274 GBP |
100p ordinary | CFD | Increasing a long position | 399 | 6.7285 GBP |
100p ordinary | CFD | Opening a short position | 10,286 | 6.7293 GBP |
100p ordinary | CFD | Opening a short position | 33,161 | 6.7293 GBP |
100p ordinary | CFD | Opening a short position | 65,842 | 6.7293 GBP |
100p ordinary | CFD | Opening a short position | 4,554 | 6.7293 GBP |
100p ordinary | CFD | Increasing a short position | 45,000 | 6.7294 GBP |
100p ordinary | CFD | Opening a long position | 2,103 | 6.7330 GBP |
100p ordinary | CFD | Increasing a short position | 150,000 | 6.7334 GBP |
100p ordinary | CFD | Increasing a short position | 50,000 | 6.7334 GBP |
100p ordinary | CFD | Increasing a short position | 50,000 | 6.7334 GBP |
100p ordinary | CFD | Reducing a short position | 82,639 | 6.7335 GBP |
100p ordinary | CFD | Reducing a short position | 1,121,933 | 6.7353 GBP |
100p ordinary | CFD | Reducing a short position | 855,577 | 6.7353 GBP |
100p ordinary | CFD | Increasing a long position | 1 | 6.7357 GBP |
100p ordinary | CFD | Increasing a long position | 1,691 | 6.7363 GBP |
100p ordinary | CFD | Opening a short position | 3,895 | 6.7367 GBP |
100p ordinary | CFD | Opening a short position | 1,695 | 6.7367 GBP |
100p ordinary | CFD | Opening a short position | 12,473 | 6.7367 GBP |
100p ordinary | CFD | Opening a short position | 24,740 | 6.7367 GBP |
100p ordinary | CFD | Reducing a short position | 49,603 | 6.7372 GBP |
100p ordinary | CFD | Opening a short position | 5,510 | 6.7401 GBP |
100p ordinary | CFD | Opening a short position | 361 | 6.7401 GBP |
100p ordinary | CFD | Opening a short position | 2,749 | 6.7401 GBP |
100p ordinary | CFD | Opening a short position | 846 | 6.7401 GBP |
100p ordinary | CFD | Increasing a long position | 1,054 | 6.7410 GBP |
100p ordinary | CFD | Increasing a long position | 896 | 6.7418 GBP |
100p ordinary | CFD | Increasing a long position | 19,820 | 6.7424 GBP |
100p ordinary | CFD | Reducing a short position | 70,216 | 6.7428 GBP |
100p ordinary | CFD | Opening a short position | 4,646 | 6.7431 GBP |
100p ordinary | CFD | Opening a short position | 144,985 | 6.7431 GBP |
100p ordinary | CFD | Increasing a short position | 5,372 | 6.7431 GBP |
100p ordinary | CFD | Opening a short position | 338,393 | 6.7438 GBP |
100p ordinary | CFD | Opening a short position | 10,285 | 6.7451 GBP |
100p ordinary | CFD | Opening a short position | 65,842 | 6.7451 GBP |
100p ordinary | CFD | Opening a short position | 4,554 | 6.7451 GBP |
100p ordinary | CFD | Opening a short position | 33,160 | 6.7451 GBP |
100p ordinary | CFD | Opening a short position | 23,485 | 6.7454 GBP |
100p ordinary | CFD | Opening a short position | 108,473 | 6.7454 GBP |
100p ordinary | CFD | Opening a short position | 8,605 | 6.7454 GBP |
100p ordinary | CFD | Opening a short position | 1,592,933 | 6.7454 GBP |
100p ordinary | CFD | Increasing a short position | 114,025 | 6.7466 GBP |
100p ordinary | CFD | Increasing a short position | 67,948 | 6.7466 GBP |
100p ordinary | CFD | Opening a short position | 2,576 | 6.7479 GBP |
100p ordinary | CFD | Opening a short position | 5,869 | 6.7479 GBP |
100p ordinary | CFD | Opening a short position | 11,312 | 6.7479 GBP |
100p ordinary | CFD | Opening a short position | 2,482 | 6.7479 GBP |
100p ordinary | CFD | Opening a short position | 33,241 | 6.7479 GBP |
100p ordinary | CFD | Opening a short position | 13,616 | 6.7479 GBP |
100p ordinary | CFD | Opening a short position | 22,571 | 6.7479 GBP |
100p ordinary | CFD | Opening a short position | 28,527 | 6.7479 GBP |
100p ordinary | CFD | Opening a short position | 7,544 | 6.7479 GBP |
100p ordinary | CFD | Increasing a long position | 8,336 | 6.7534 GBP |
100p ordinary | CFD | Increasing a long position | 25,008 | 6.7534 GBP |
100p ordinary | CFD | Increasing a long position | 3,671 | 6.7534 GBP |
100p ordinary | CFD | Increasing a long position | 247 | 6.7561 GBP |
100p ordinary | CFD | Reducing a short position | 36,120 | 6.7562 GBP |
100p ordinary | CFD | Reducing a short position | 36,517 | 6.7562 GBP |
100p ordinary | CFD | Reducing a short position | 34,457 | 6.7562 GBP |
100p ordinary | CFD | Opening a short position | 58,980 | 6.7570 GBP |
100p ordinary | CFD | Opening a short position | 263,775 | 6.7578 GBP |
100p ordinary | CFD | Reducing a long position | 60,135 | 6.7664 GBP |
100p ordinary | CFD | Opening a long position | 130 | 6.7680 GBP |
100p ordinary | CFD | Reducing a long position | 6,364 | 6.7680 GBP |
100p ordinary | SWAP | Reducing a long position | 46,199 | 6.7223 GBP |
100p ordinary | SWAP | Opening a long position | 46,199 | 6.7346 GBP |
100p ordinary | SWAP | Increasing a short position | 20,669 | 6.7359 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 |
Warrant | Call Warrant | Selling | 65 | 3.5751 GBP | AMERICAN | 31/12/2030 | 32.4200 EUR |
(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) |
|
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
|
(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
|
| Date of disclosure: | 22 March 2021 |
| Contact name: | Paul Grainger and Kashif Rafiq |
| Telephone number: | +44(20) 7552 9835 / +44(20) 7051 0547 |
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.