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: | 14 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 | 3,254,572
3,653,929 | 2.2180 GBP
2.1890 GBP | 2.0480 GBP
2.0500 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
Opening a Long Position
Opening a Short Position
| 120,707
244 35,000 2,144 3,334 3,516 80,000 27,933 9,065 2,080 1,736 2 88,390 7,756 200,000 6,274 670,466
159 4,572
125 1 247,987 214 125,000 4,662 2,437 3,421 3,516 13,199 26,333 42,083 141,453 49,613 153,912 1 22,400 35,608 886
2,183 909 416 10,842 11,619 55,895 258,675 1,622 43,045 20,000 6,000 12,000 15,600 40,000 4
4,289 1,757 4 634 906 22,850 25,444 2,034 19,060 32,168 80,712 5,000 20,000 6,000 47,000 15,600 7,732 2,315 | 2.1633 GBP
2.0532 GBP 2.0577 GBP 2.0759 GBP 2.0854 GBP 2.0890 GBP 2.0891 GBP 2.0900 GBP 2.0932 GBP 2.0941 GBP 2.1117 GBP 2.1120 GBP 2.1140 GBP 2.1551 GBP 2.1703 GBP 2.1803 GBP 2.1816 GBP
2.0848 GBP 2.1600 GBP
2.0552 GBP 2.0570 GBP 2.0633 GBP 2.0645 GBP 2.0652 GBP 2.0663 GBP 2.0731 GBP 2.0872 GBP 2.0890 GBP 2.0893 GBP 2.0895 GBP 2.0901 GBP 2.0952 GBP 2.0985 GBP 2.1052 GBP 2.1120 GBP 2.1175 GBP 2.1661 GBP 2.1800 GBP
2.0579 GBP 2.0657 GBP 2.0740 GBP 2.0805 GBP 2.0860 GBP 2.0891 GBP 2.0900 GBP 2.0941 GBP 2.0985 GBP 2.1587 GBP 2.1626 GBP 2.1719 GBP 2.1770 GBP 2.1791 GBP 2.1801 GBP
2.0594 GBP 2.0617 GBP 2.0620 GBP 2.0621 GBP 2.0751 GBP 2.0778 GBP 2.0790 GBP 2.0900 GBP 2.0967 GBP 2.1027 GBP 2.1110 GBP 2.1256 GBP 2.1330 GBP 2.1351 GBP 2.1374 GBP 2.1382 GBP 2.1391 GBP 2.1519 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) |
|
|
|
|
|
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: | 15 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.
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