26 Nov 2020 11:09
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: | Morgan Stanley & Co. International plc |
(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: | A consortium of Intact Financial Corporation and Tryg A/S |
(d) Date dealing undertaken: | 25 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 this offer? If it is a cash offer or possible cash offer, state "N/A" | NO |
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 | 4,376,455 | 6.7800 GBP | 6.7500 GBP |
100p ordinary | SALES | 9,669,905 | 6.7800 GBP | 6.7462 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 | LONG | 251,035 | 6.7462 GBP |
100p ordinary | CFD | LONG | 3,763 | 6.7462 GBP |
100p ordinary | CFD | LONG | 22,163 | 6.7530 GBP |
100p ordinary | CFD | LONG | 14,555 | 6.7571 GBP |
100p ordinary | CFD | LONG | 193,547 | 6.7573 GBP |
100p ordinary | CFD | LONG | 389,349 | 6.7580 GBP |
100p ordinary | CFD | LONG | 697,293 | 6.7580 GBP |
100p ordinary | CFD | LONG | 1,808,742 | 6.7580 GBP |
100p ordinary | CFD | LONG | 213 | 6.7580 GBP |
100p ordinary | CFD | LONG | 2,684,535 | 6.7580 GBP |
100p ordinary | CFD | LONG | 35,280 | 6.7581 GBP |
100p ordinary | CFD | LONG | 13,276 | 6.7582 GBP |
100p ordinary | CFD | LONG | 281,023 | 6.7586 GBP |
100p ordinary | CFD | LONG | 1,844 | 6.7588 GBP |
100p ordinary | CFD | LONG | 3,445 | 6.7595 GBP |
100p ordinary | CFD | LONG | 2,843 | 6.7597 GBP |
100p ordinary | CFD | LONG | 1,200 | 6.7597 GBP |
100p ordinary | CFD | LONG | 3,467 | 6.7598 GBP |
100p ordinary | CFD | LONG | 8,724 | 6.7622 GBP |
100p ordinary | CFD | LONG | 40,000 | 6.7625 GBP |
100p ordinary | CFD | LONG | 133 | 6.7636 GBP |
100p ordinary | CFD | LONG | 196 | 6.7638 GBP |
100p ordinary | CFD | LONG | 37,784 | 6.7641 GBP |
100p ordinary | CFD | LONG | 10,000 | 6.7685 GBP |
100p ordinary | CFD | LONG | 6,000 | 6.7690 GBP |
100p ordinary | CFD | LONG | 1,577 | 6.7800 GBP |
100p ordinary | CFD | LONG | 743 | 6.7800 GBP |
100p ordinary | CFD | SHORT | 12 | 6.7500 GBP |
100p ordinary | CFD | SHORT | 235 | 6.7500 GBP |
100p ordinary | CFD | SHORT | 4,523 | 6.7500 GBP |
100p ordinary | CFD | SHORT | 36 | 6.7500 GBP |
100p ordinary | CFD | SHORT | 91 | 6.7500 GBP |
100p ordinary | CFD | SHORT | 48 | 6.7500 GBP |
100p ordinary | CFD | SHORT | 4,083 | 6.7510 GBP |
100p ordinary | CFD | SHORT | 644,000 | 6.7519 GBP |
100p ordinary | CFD | SHORT | 234,151 | 6.7521 GBP |
100p ordinary | CFD | SHORT | 202,716 | 6.7523 GBP |
100p ordinary | CFD | SHORT | 260,000 | 6.7524 GBP |
100p ordinary | CFD | SHORT | 10,000 | 6.7528 GBP |
100p ordinary | CFD | SHORT | 1,707 | 6.7577 GBP |
100p ordinary | CFD | SHORT | 128 | 6.7577 GBP |
100p ordinary | CFD | SHORT | 40,000 | 6.7597 GBP |
100p ordinary | CFD | SHORT | 9,535 | 6.7601 GBP |
100p ordinary | CFD | SHORT | 1,300 | 6.7601 GBP |
100p ordinary | CFD | SHORT | 200 | 6.7601 GBP |
100p ordinary | CFD | SHORT | 100 | 6.7601 GBP |
100p ordinary | CFD | SHORT | 600 | 6.7601 GBP |
100p ordinary | CFD | SHORT | 23,624 | 6.7619 GBP |
100p ordinary | CFD | SHORT | 1,365 | 6.7627 GBP |
100p ordinary | CFD | SHORT | 83,732 | 6.7647 GBP |
100p ordinary | CFD | SHORT | 4,400 | 6.7689 GBP |
100p ordinary | CFD | SHORT | 2,200 | 6.7689 GBP |
100p ordinary | CFD | SHORT | 148,650 | 6.7700 GBP |
100p ordinary | CFD | SHORT | 45,635 | 6.7700 GBP |
100p ordinary | CFD | SHORT | 4,919 | 6.7700 GBP |
100p ordinary | CFD | SHORT | 88 | 6.7800 GBP |
100p ordinary | CFD | SHORT | 12,181 | 6.7800 GBP |
100p ordinary | CFD | SHORT | 1,503 | 6.7800 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 |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
N/A | N/A | N/A | N/A | N/A |
(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) |
N/A | N/A | N/A | N/A |
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: | 26 November 2020 |
| Contact name: | Craig Horsley |
| Telephone number: | +44 141 245-7736 |
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.