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: | Citadel Group |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
| (c) 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 |
| (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | N/A |
| (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 15 March 2024 |
| (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES AGEAS SA/NV |
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: Common Stock | ISIN GB00BY9D0Y18 | |||
|
| Interests | Short positions | ||
|
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 222,055 | 0.01 | 98,713 | 0.00 |
| (2) Cash-settled derivatives:
| 24,833,019 | 1.89 | 35,852 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
|
TOTAL: | 25,055,074 | 1.91 | 134,565 | 0.01 |
| Class of relevant security: Common Stock | ISIN XS1728036366 | |||
|
| Interests | Short positions | ||
|
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 0 | 0.00 | 0 | 0.00 |
| (2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
|
TOTAL: | 0 | 0.00 | 0 | 0.00 |
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: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
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 security | Purchase/sale
| Number of securities | Price per unit |
| Common | Buy Transaction | 917 | 2.0550 GBP |
| Common | Buy Transaction | 651 | 2.0560 GBP |
| Common | Buy Transaction | 33,873 | 2.0580 GBP |
| Common | Buy Transaction | 2,678 | 2.0600 GBP |
| Common | Buy Transaction | 114 | 2.0650 GBP |
| Common | Buy Transaction | 1,288 | 2.0655 GBP |
| Common | Buy Transaction | 3,500 | 2.0660 GBP |
| Common | Buy Transaction | 1,446 | 2.0670 GBP |
| Common | Buy Transaction | 3,600 | 2.0680 GBP |
| Common | Buy Transaction | 10,414 | 2.0700 GBP |
| Common | Buy Transaction | 3,758 | 2.0710 GBP |
| Common | Buy Transaction | 2,850 | 2.0720 GBP |
| Common | Buy Transaction | 557 | 2.0730 GBP |
| Common | Buy Transaction | 1,984 | 2.0770 GBP |
| Common | Buy Transaction | 183 | 2.0780 GBP |
| Common | Buy Transaction | 264 | 2.0790 GBP |
| Common | Buy Transaction | 289 | 2.0800 GBP |
| Common | Buy Transaction | 2,142 | 2.0810 GBP |
| Common | Buy Transaction | 580 | 2.0820 GBP |
| Common | Buy Transaction | 2,785 | 2.0840 GBP |
| Common | Buy Transaction | 3,362 | 2.0900 GBP |
| Common | Buy Transaction | 1,902 | 2.0930 GBP |
| Common | Buy Transaction | 1,100 | 2.0940 GBP |
| Common | Buy Transaction | 3,798 | 2.0980 GBP |
| Common | Buy Transaction | 56,018 | 2.1000 GBP |
| Common | Buy Transaction | 550 | 2.1150 GBP |
| Common | Buy Transaction | 2,075 | 2.1160 GBP |
| Common | Buy Transaction | 24,850 | 2.1170 GBP |
| Common | Buy Transaction | 844 | 2.1180 GBP |
| Common | Buy Transaction | 5,825 | 2.1190 GBP |
| Common | Buy Transaction | 13,143 | 2.1200 GBP |
| Common | Buy Transaction | 6,818 | 2.1210 GBP |
| Common | Buy Transaction | 1,500 | 2.1220 GBP |
| Common | Buy Transaction | 1,900 | 2.1230 GBP |
| Common | Buy Transaction | 5,450 | 2.1250 GBP |
| Common | Buy Transaction | 36 | 2.1290 GBP |
| Common | Buy Transaction | 2,637 | 2.1300 GBP |
| Common | Buy Transaction | 2,800 | 2.1310 GBP |
| Common | Buy Transaction | 8,514 | 2.1320 GBP |
| Common | Buy Transaction | 25,732 | 2.1330 GBP |
| Common | Buy Transaction | 6,763 | 2.1340 GBP |
| Common | Buy Transaction | 1,564 | 2.1345 GBP |
| Common | Buy Transaction | 52,634 | 2.1350 GBP |
| Common | Buy Transaction | 2,182 | 2.1360 GBP |
| Common | Buy Transaction | 3,656 | 2.1370 GBP |
| Common | Buy Transaction | 2,121 | 2.1380 GBP |
| Common | Buy Transaction | 6,046 | 2.1390 GBP |
| Common | Buy Transaction | 1,900 | 2.1400 GBP |
| Common | Buy Transaction | 5,463 | 2.1410 GBP |
| Common | Buy Transaction | 16,726 | 2.1420 GBP |
| Common | Buy Transaction | 725 | 2.1430 GBP |
| Common | Buy Transaction | 1,251 | 2.1435 GBP |
| Common | Buy Transaction | 6,524 | 2.1440 GBP |
| Common | Buy Transaction | 9,707 | 2.1450 GBP |
| Common | Buy Transaction | 2,612 | 2.1460 GBP |
| Common | Buy Transaction | 5,378 | 2.1470 GBP |
| Common | Buy Transaction | 6,739 | 2.1480 GBP |
| Common | Buy Transaction | 8,657 | 2.1490 GBP |
| Common | Buy Transaction | 34,205 | 2.1500 GBP |
| Common | Buy Transaction | 13,075 | 2.1510 GBP |
| Common | Buy Transaction | 2,218 | 2.1520 GBP |
| Common | Buy Transaction | 3,528 | 2.1530 GBP |
| Common | Buy Transaction | 5,641 | 2.1540 GBP |
| Common | Buy Transaction | 1,032 | 2.1550 GBP |
| Common | Buy Transaction | 19 | 2.1560 GBP |
| Common | Buy Transaction | 4,620 | 2.1570 GBP |
| Common | Buy Transaction | 3,001 | 2.1580 GBP |
| Common | Buy Transaction | 50,230 | 2.1590 GBP |
| Common | Buy Transaction | 7,588 | 2.1600 GBP |
| Common | Buy Transaction | 765 | 2.1605 GBP |
| Common | Buy Transaction | 784 | 2.1610 GBP |
| Common | Buy Transaction | 1,807 | 2.1620 GBP |
| Common | Buy Transaction | 400 | 2.1630 GBP |
| Common | Sell Transaction | 3,284 | 2.0480 GBP |
| Common | Sell Transaction | 1,123 | 2.0490 GBP |
| Common | Sell Transaction | 21 | 2.0495 GBP |
| Common | Sell Transaction | 5,188 | 2.0500 GBP |
| Common | Sell Transaction | 2,000 | 2.0520 GBP |
| Common | Sell Transaction | 2,000 | 2.0530 GBP |
| Common | Sell Transaction | 28,871 | 2.0540 GBP |
| Common | Sell Transaction | 16,136 | 2.0550 GBP |
| Common | Sell Transaction | 6,666 | 2.0560 GBP |
| Common | Sell Transaction | 237 | 2.0570 GBP |
| Common | Sell Transaction | 117 | 2.0590 GBP |
| Common | Sell Transaction | 3,846 | 2.0600 GBP |
| Common | Sell Transaction | 4,040 | 2.0610 GBP |
| Common | Sell Transaction | 5,743 | 2.0620 GBP |
| Common | Sell Transaction | 112 | 2.0640 GBP |
| Common | Sell Transaction | 6,125 | 2.0650 GBP |
| Common | Sell Transaction | 10,585 | 2.0660 GBP |
| Common | Sell Transaction | 1,891 | 2.0670 GBP |
| Common | Sell Transaction | 5,926 | 2.0680 GBP |
| Common | Sell Transaction | 2,697 | 2.0690 GBP |
| Common | Sell Transaction | 8,298 | 2.0700 GBP |
| Common | Sell Transaction | 6,133 | 2.0710 GBP |
| Common | Sell Transaction | 4,128 | 2.0720 GBP |
| Common | Sell Transaction | 1,396 | 2.0730 GBP |
| Common | Sell Transaction | 7,634 | 2.0740 GBP |
| Common | Sell Transaction | 5,136 | 2.0750 GBP |
| Common | Sell Transaction | 6,184 | 2.0760 GBP |
| Common | Sell Transaction | 2,532 | 2.0770 GBP |
| Common | Sell Transaction | 7,133 | 2.0780 GBP |
| Common | Sell Transaction | 5,228 | 2.0790 GBP |
| Common | Sell Transaction | 320 | 2.0800 GBP |
| Common | Sell Transaction | 5,501 | 2.0810 GBP |
| Common | Sell Transaction | 15 | 2.0830 GBP |
| Common | Sell Transaction | 3,065 | 2.0860 GBP |
| Common | Sell Transaction | 52 | 2.0870 GBP |
| Common | Sell Transaction | 3,713 | 2.0880 GBP |
| Common | Sell Transaction | 4,578 | 2.0890 GBP |
| Common | Sell Transaction | 3,810 | 2.0940 GBP |
| Common | Sell Transaction | 16 | 2.0950 GBP |
| Common | Sell Transaction | 15 | 2.0970 GBP |
| Common | Sell Transaction | 2,753 | 2.0980 GBP |
| Common | Sell Transaction | 3 | 2.0990 GBP |
| Common | Sell Transaction | 2,486 | 2.1000 GBP |
| Common | Sell Transaction | 4,998 | 2.1010 GBP |
| Common | Sell Transaction | 1,233 | 2.1020 GBP |
| Common | Sell Transaction | 773 | 2.1030 GBP |
| Common | Sell Transaction | 2,669 | 2.1040 GBP |
| Common | Sell Transaction | 7,847 | 2.1050 GBP |
| Common | Sell Transaction | 1,515 | 2.1060 GBP |
| Common | Sell Transaction | 1,919 | 2.1070 GBP |
| Common | Sell Transaction | 422 | 2.1080 GBP |
| Common | Sell Transaction | 26 | 2.1090 GBP |
| Common | Sell Transaction | 2,304 | 2.1100 GBP |
| Common | Sell Transaction | 1,544 | 2.1110 GBP |
| Common | Sell Transaction | 339 | 2.1130 GBP |
| Common | Sell Transaction | 1,398 | 2.1140 GBP |
| Common | Sell Transaction | 1,900 | 2.1150 GBP |
| Common | Sell Transaction | 3,800 | 2.1160 GBP |
| Common | Sell Transaction | 1,900 | 2.1170 GBP |
| Common | Sell Transaction | 2,686 | 2.1180 GBP |
| Common | Sell Transaction | 4,372 | 2.1190 GBP |
| Common | Sell Transaction | 4,033 | 2.1200 GBP |
| Common | Sell Transaction | 19,273 | 2.1210 GBP |
| Common | Sell Transaction | 11,529 | 2.1220 GBP |
| Common | Sell Transaction | 14,894 | 2.1230 GBP |
| Common | Sell Transaction | 4,918 | 2.1240 GBP |
| Common | Sell Transaction | 11,056 | 2.1250 GBP |
| Common | Sell Transaction | 3,417 | 2.1260 GBP |
| Common | Sell Transaction | 4,788 | 2.1270 GBP |
| Common | Sell Transaction | 1,322 | 2.1280 GBP |
| Common | Sell Transaction | 11,473 | 2.1290 GBP |
| Common | Sell Transaction | 5,321 | 2.1300 GBP |
| Common | Sell Transaction | 6,251 | 2.1310 GBP |
| Common | Sell Transaction | 3,953 | 2.1320 GBP |
| Common | Sell Transaction | 2,077 | 2.1330 GBP |
| Common | Sell Transaction | 3,136 | 2.1340 GBP |
| Common | Sell Transaction | 6,790 | 2.1350 GBP |
| Common | Sell Transaction | 7,045 | 2.1360 GBP |
| Common | Sell Transaction | 4,197 | 2.1370 GBP |
| Common | Sell Transaction | 14,644 | 2.1380 GBP |
| Common | Sell Transaction | 196 | 2.1390 GBP |
| Common | Sell Transaction | 3,755 | 2.1400 GBP |
| Common | Sell Transaction | 820 | 2.1410 GBP |
| Common | Sell Transaction | 1,903 | 2.1420 GBP |
| Common | Sell Transaction | 1,625 | 2.1430 GBP |
| Common | Sell Transaction | 2,684 | 2.1440 GBP |
| Common | Sell Transaction | 5,514 | 2.1450 GBP |
| Common | Sell Transaction | 1,526 | 2.1460 GBP |
| Common | Sell Transaction | 7,507 | 2.1470 GBP |
| Common | Sell Transaction | 20,418 | 2.1480 GBP |
| Common | Sell Transaction | 12,697 | 2.1490 GBP |
| Common | Sell Transaction | 80 | 2.1495 GBP |
| Common | Sell Transaction | 24,559 | 2.1500 GBP |
| Common | Sell Transaction | 751 | 2.1510 GBP |
| Common | Sell Transaction | 7,239 | 2.1520 GBP |
| Common | Sell Transaction | 4,945 | 2.1530 GBP |
| Common | Sell Transaction | 16,662 | 2.1540 GBP |
| Common | Sell Transaction | 13,302 | 2.1550 GBP |
| Common | Sell Transaction | 4,659 | 2.1560 GBP |
| Common | Sell Transaction | 4,332 | 2.1570 GBP |
| Common | Sell Transaction | 3,138 | 2.1580 GBP |
| Common | Sell Transaction | 1,629 | 2.1600 GBP |
| Common | Sell Transaction | 2,162 | 2.1610 GBP |
| Common | Sell Transaction | 95 | 2.1620 GBP |
| Common | Sell Transaction | 1,507 | 2.1630 GBP |
| Common | Sell Transaction | 286 | 2.1640 GBP |
| Common | Sell Transaction | 13 | 2.1650 GBP |
| Common | Sell Transaction | 76 | 2.1660 GBP |
| Common | Sell Transaction | 61 | 10.5500 USD |
(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 |
| Common | CFD | Reducing long position | 56,342 | 2.0675 GBP |
| Common | CFD | Reducing long position | 232,937 | 2.0690 GBP |
| Common | CFD | Reducing long position | 1,549 | 2.0695 GBP |
| Common | CFD | Reducing long position | 2,953 | 2.0731 GBP |
| Common | CFD | Reducing long position | 14,617 | 2.0739 GBP |
| Common | CFD | Reducing long position | 87,417 | 2.0739 GBP |
| Common | CFD | Reducing long position | 8,860 | 2.0739 GBP |
| Common | CFD | Increasing long position | 14,770 | 2.0776 GBP |
| Common | CFD | Increasing long position | 25,014 | 2.0781 GBP |
| Common | CFD | Increasing long position | 36,287 | 2.0796 GBP |
| Common | CFD | Reducing long position | 1,961 | 2.0812 GBP |
| Common | CFD | Reducing long position | 3,271 | 2.0812 GBP |
| Common | CFD | Reducing long position | 13,012 | 2.0812 GBP |
| Common | CFD | Reducing long position | 48,849 | 2.0829 GBP |
| Common | CFD | Reducing long position | 81,377 | 2.0829 GBP |
| Common | CFD | Reducing long position | 291,542 | 2.0829 GBP |
| Common | CFD | Increasing long position | 318,499 | 2.0830 GBP |
| Common | CFD | Reducing long position | 21,919 | 2.0830 GBP |
| Common | CFD | Increasing long position | 130,085 | 2.1002 GBP |
| Common | CFD | Increasing long position | 4,644 | 2.1145 GBP |
| Common | CFD | Increasing long position | 366,016 | 2.1264 GBP |
| Common | CFD | Increasing long position | 14,061 | 2.1286 GBP |
| Common | CFD | Increasing long position | 37,682 | 2.1325 GBP |
| Common | CFD | Increasing long position | 251,783 | 2.1382 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: 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 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 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
|
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 18 March 2024 |
| Contact name: | Paula Santos |
| Telephone number*: | 020 7645 9700 |
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.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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