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: | 19 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 | 1,119,133
2,051,502 | 2.1175 GBP
2.1170 GBP | 2.0755 GBP
2.0769 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
| 2,414 6,722 8
2,037 7,292 600,000 2,327 316 4,699 32,817 2,653 946 4,294 16,237 7,437 2,256 20,318 300,000 81,044
2,516 32,116
43,761 22,716 29,376 6,277 22,200 24,183 26,648 8,068 106 732
179 1,342 2,497 7,003 983 920 68,767
2,000 1,029 12,101 1,388 6,372 4,453 10,309 44,039 | 2.0804 GBP 2.0821 GBP 2.1025 GBP
2.0790 GBP 2.0792 GBP 2.0800 GBP 2.0830 GBP 2.0840 GBP 2.0845 GBP 2.0855 GBP 2.0870 GBP 2.0875 GBP 2.0890 GBP 2.0905 GBP 2.0930 GBP 2.0973 GBP 2.1121 GBP 2.1155 GBP 2.1170 GBP
2.1166 GBP 2.1170 GBP
2.0757 GBP 2.0766 GBP 2.0826 GBP 2.0854 GBP 2.0866 GBP 2.0880 GBP 2.0905 GBP 2.0979 GBP 2.1016 GBP 2.1113 GBP
2.0784 GBP 2.0811 GBP 2.0835 GBP 2.0893 GBP 2.1139 GBP 2.1149 GBP 2.1169 GBP
2.0775 GBP 2.0800 GBP 2.0808 GBP 2.0811 GBP 2.0818 GBP 2.0826 GBP 2.0875 GBP 2.1170 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: | 20 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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