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: | 25 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 | 12,613,288
17,445,053 | 1.9005 GBP
1.9015 GBP | 1.7913 GBP
1.7886 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
| 733 72,001
500,000 61,870 365 1,840 73,545 773,159 330 1,099,593 9,531 3,254 1,751 18,700 746 48,873 360,074 471,893 55,511 13,384 20,621 8,491 1,342 735 5,206
118,005 9,072 25
398,285 7,509 40,166 6,569 9,632 12,620 2,633 51,996 3,073 11,846 21,922 91,398 30,611 73 18,119 7,379 589 49,395 72,843 2,280 577,096 114,767 60,000 135 891 24,191 7,137 1,850 | 1.8381 GBP 1.8736 GBP
1.7982 GBP 1.7991 GBP 1.8023 GBP 1.8120 GBP 1.8155 GBP 1.8178 GBP 1.8192 GBP 1.8207 GBP 1.8298 GBP 1.8330 GBP 1.8348 GBP 1.8427 GBP 1.8453 GBP 1.8463 GBP 1.8509 GBP 1.8539 GBP 1.8543 GBP 1.8650 GBP 1.8652 GBP 1.8761 GBP 1.8926 GBP 1.8984 GBP 1.9006 GBP
1.8069 GBP 1.8557 GBP 1.8618 GBP
1.8000 GBP 1.8038 GBP 1.8049 GBP 1.8127 GBP 1.8182 GBP 1.8188 GBP 1.8249 GBP 1.8251 GBP 1.8267 GBP 1.8280 GBP 1.8281 GBP 1.8301 GBP 1.8349 GBP 1.8350 GBP 1.8351 GBP 1.8353 GBP 1.8386 GBP 1.8451 GBP 1.8494 GBP 1.8513 GBP 1.8540 GBP 1.8542 GBP 1.8568 GBP 1.8579 GBP 1.8606 GBP 1.8650 GBP 1.8683 GBP 1.8740 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: | 26 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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