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: | BNP Paribas SA |
| (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. | |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Aviva plc |
| (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | |
| (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 20/02/2025 |
| (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 If YES, specify which: Direct Line Insurance Group plc |
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:
| GB00BPQY8M80 (32 17/19p ordinary) | |||
|
| Interests | Short positions | ||
|
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 22,795,347 | 0.8513 | -20,075,458 | -0.7497 |
| (2) Cash-settled derivatives: | 5,611,252 | 0.2096 | -13,890,026 | -0.5187 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 586,000 | 0.0219 | +0 | +0.0000 |
| TOTAL: | 28,992,599 | 1.0828 | -33,965,484 | -1.2685 |
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: | |
| Details, including nature of the rights concerned and relevant percentages: |
|
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 |
| GB00BPQY8M80 | Purchase | 2 | 4.9777 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0074 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0092 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0100 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0105 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0161 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0186 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0187 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0277 GBP |
| GB00BPQY8M80 | Purchase | 2 | 5.0278 GBP |
| GB00BPQY8M80 | Purchase | 5 | 4.9507 GBP |
| GB00BPQY8M80 | Purchase | 5 | 4.9576 GBP |
| GB00BPQY8M80 | Purchase | 10 | 4.9529 GBP |
| GB00BPQY8M80 | Purchase | 11 | 4.9521 GBP |
| GB00BPQY8M80 | Purchase | 22 | 4.9620 GBP |
| GB00BPQY8M80 | Purchase | 36 | 4.9717 GBP |
| GB00BPQY8M80 | Purchase | 55 | 4.9540 GBP |
| GB00BPQY8M80 | Purchase | 56 | 4.9520 GBP |
| GB00BPQY8M80 | Purchase | 57 | 4.9540 GBP |
| GB00BPQY8M80 | Purchase | 67 | 4.9520 GBP |
| GB00BPQY8M80 | Purchase | 81 | 4.9500 GBP |
| GB00BPQY8M80 | Purchase | 81 | 4.9813 GBP |
| GB00BPQY8M80 | Purchase | 85 | 4.9501 GBP |
| GB00BPQY8M80 | Purchase | 93 | 4.9520 GBP |
| GB00BPQY8M80 | Purchase | 110 | 4.9900 GBP |
| GB00BPQY8M80 | Purchase | 609 | 4.9600 GBP |
| GB00BPQY8M80 | Purchase | 700 | 4.9600 GBP |
| GB00BPQY8M80 | Purchase | 794 | 4.9680 GBP |
| GB00BPQY8M80 | Purchase | 848 | 4.9970 GBP |
| GB00BPQY8M80 | Purchase | 894 | 4.9812 GBP |
| GB00BPQY8M80 | Purchase | 902 | 4.9600 GBP |
| GB00BPQY8M80 | Purchase | 976 | 4.9600 GBP |
| GB00BPQY8M80 | Purchase | 1,146 | 4.9600 GBP |
| GB00BPQY8M80 | Purchase | 1,922 | 4.9652 GBP |
| GB00BPQY8M80 | Purchase | 5,506 | 4.9701 GBP |
| GB00BPQY8M80 | Purchase | 8,011 | 4.9609 GBP |
| GB00BPQY8M80 | Purchase | 9,456 | 4.9615 GBP |
| GB00BPQY8M80 | Purchase | 13,249 | 4.9577 GBP |
| GB00BPQY8M80 | Purchase | 13,469 | 4.9600 GBP |
| GB00BPQY8M80 | Purchase | 16,938 | 4.9859 GBP |
| GB00BPQY8M80 | Purchase | 28,499 | 4.9908 GBP |
| GB00BPQY8M80 | Purchase | 31,536 | 4.9683 GBP |
| GB00BPQY8M80 | Purchase | 32,513 | 4.9739 GBP |
| GB00BPQY8M80 | Purchase | 32,631 | 4.9760 GBP |
| GB00BPQY8M80 | Purchase | 37,500 | 4.9600 GBP |
| GB00BPQY8M80 | Purchase | 38,842 | 4.9693 GBP |
| GB00BPQY8M80 | Purchase | 40,876 | 4.9789 GBP |
| GB00BPQY8M80 | Purchase | 41,942 | 4.9587 GBP |
| GB00BPQY8M80 | Purchase | 46,992 | 4.9701 GBP |
| GB00BPQY8M80 | Purchase | 79,691 | 4.9603 GBP |
| GB00BPQY8M80 | Purchase | 95,487 | 4.9600 GBP |
| GB00BPQY8M80 | Purchase | 163,745 | 4.9608 GBP |
| GB00BPQY8M80 | Purchase | 318,199 | 4.9779 GBP |
| GB00BPQY8M80 | Purchase | 2,011,570 | 4.9750 GBP |
| GB00BPQY8M80 | Sale | -395,031 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -280,283 | 4.9628 GBP |
| GB00BPQY8M80 | Sale | -117,815 | 5.0020 GBP |
| GB00BPQY8M80 | Sale | -64,284 | 4.9664 GBP |
| GB00BPQY8M80 | Sale | -61,547 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -47,869 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -26,721 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -9,435 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -9,100 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -3,934 | 4.9626 GBP |
| GB00BPQY8M80 | Sale | -2,889 | 4.9609 GBP |
| GB00BPQY8M80 | Sale | -2,768 | 4.9650 GBP |
| GB00BPQY8M80 | Sale | -2,052 | 4.9630 GBP |
| GB00BPQY8M80 | Sale | -1,748 | 4.9674 GBP |
| GB00BPQY8M80 | Sale | -1,203 | 4.9601 GBP |
| GB00BPQY8M80 | Sale | -902 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -902 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -794 | 5.0080 GBP |
| GB00BPQY8M80 | Sale | -708 | 4.9630 GBP |
| GB00BPQY8M80 | Sale | -635 | 4.9515 GBP |
| GB00BPQY8M80 | Sale | -604 | 4.9588 GBP |
| GB00BPQY8M80 | Sale | -556 | 4.9600 GBP |
| GB00BPQY8M80 | Sale | -550 | 5.0000 GBP |
| GB00BPQY8M80 | Sale | -518 | 4.9636 GBP |
| GB00BPQY8M80 | Sale | -201 | 5.0012 GBP |
| GB00BPQY8M80 | Sale | -200 | 4.9805 GBP |
| GB00BPQY8M80 | Sale | -175 | 5.0000 GBP |
| GB00BPQY8M80 | Sale | -11 | 4.9521 GBP |
| GB00BPQY8M80 | Sale | -10 | 4.9529 GBP |
| GB00BPQY8M80 | Sale | -5 | 4.9507 GBP |
| GB00BPQY8M80 | Sale | -5 | 4.9576 GBP |
| GB00BPQY8M80 | Sale | -2 | 4.9777 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0074 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0092 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0100 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0105 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0161 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0186 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0187 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0277 GBP |
| GB00BPQY8M80 | Sale | -2 | 5.0278 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 |
| GB00BPQY8M80 | Contract for Difference | Opening Short Position | -33,762 | 4.9600 GBP |
| GB00BPQY8M80 | Contract for Difference | Opening Short Position | -4,947 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Opening Short Position | -2,201 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Opening Short Position | -49,027 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Opening Short Position | -2,333 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Closing Short Position | 395,031 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -63,343 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -50,313 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -21,341 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -112,337 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -13,804 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -147 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -6,114 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -31,536 | 4.9600 GBP |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -7,954 | 4.9600 GBP |
| GB00BPQY8M80 | Contract for Difference | Increasing Short Position | -95,487 | 4.9600 |
| GB00BPQY8M80 | Contract for Difference | Reducing Short Position | 13,517 | 4.9600 |
(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 |
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(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) |
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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? | Yes |
Date of disclosure: | 21/02/2025 |
Contact name: | Compliance Control Room |
Telephone number*: | 0207 595 9695 |
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.
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
| 1. | KEY INFORMATION | |
| Full name of person making disclosure:
| BNP Paribas SA |
| Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Aviva plc |
| 2. | STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) | |
| Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
| 32 17/19p ordinary (GB00BPQY8M80) | Put Option | W | 500000 | 4.96 | american | 18/12/2026 |
| 32 17/19p ordinary (GB00BPQY8M80) | Call Option | P | 86000 | 4.96 | american | 19/12/2025 |
| 3. | AGREEMENTS TO PURCHASE OR SELL ETC. | |
| Full details should be given so that the nature of the interest or position can be fully understood: |
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|
| It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives. | |
| The currency of all prices and other monetary amounts should be stated. | |
| The Panel's Market Surveillance Unit is available for consultation in relation to the Code's 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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