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: | 18 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 | 1,966,961
1,881,045 | 2.1112 GBP
2.1109 GBP | 2.0680 GBP
2.0681 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
| 3,966 2,478 1,849 199,557 1,802 2,033 12,047 8,963 13,371 6,514 15 2,649 4,396 7,740 2,059 59,451 8,402
7,898 26,811 4,945 8,027 10,695 4,452 99 4,334 310 99 1,356 111,656 153,415
107,127 206,022 28,700 72 2 135 10,114
383 90,000 19,987 51,609 3,862 3,003 5,443 6,759 22,200 201,039 993 5,000 | 2.0924 GBP 2.0929 GBP 2.0949 GBP 2.0956 GBP 2.0961 GBP 2.0970 GBP 2.0973 GBP 2.0974 GBP 2.0976 GBP 2.0982 GBP 2.0984 GBP 2.0990 GBP 2.0997 GBP 2.1001 GBP 2.1008 GBP 2.1011 GBP 2.1059 GBP
2.0900 GBP 2.0905 GBP 2.0946 GBP 2.0976 GBP 2.0982 GBP 2.1014 GBP 2.1020 GBP 2.1027 GBP 2.1030 GBP 2.1040 GBP 2.1060 GBP 2.1061 GBP 2.1069 GBP
2.0899 GBP 2.0900 GBP 2.0945 GBP 2.0967 GBP 2.1044 GBP 2.1047 GBP 2.1101 GBP
2.0683 GBP 2.0910 GBP 2.0925 GBP 2.0931 GBP 2.0936 GBP 2.0944 GBP 2.0986 GBP 2.0988 GBP 2.1016 GBP 2.1046 GBP 2.1090 GBP 2.1112 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: | 19 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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