FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY
A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS
FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT
CLIENTS)
Rules 8.1, 8.2 and 8.4 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
|
(a)
Full name of discloser:
|
AVIVA PLC
|
|
(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.
|
Aviva plc does not have investment
discretion over part of the holding, however full voting authority
is retained.
|
|
(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)
Status of person making the disclosure:
e.g. offeror, offeree, person acting
in concert with the offeror/offeree (specify name of
offeror/offeree)
|
OFFEROR
|
|
(e)
Date dealing undertaken:
|
30 DECEMBER 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
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
|
Class of relevant security:
|
32 17/19p
Ordinary
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1)
Relevant securities owned and/or controlled:
|
751,628
|
0.02
|
|
|
|
(2)
Cash-settled derivatives:
|
6,217,555*
|
0.23
|
|
|
|
(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
|
|
|
|
|
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TOTAL:
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6,969,183*
|
0.26
|
|
|
*Synthetic warrants issued by BofA Merril Lynch and HSBC.
Aviva has no voting authority over these
warrants.
|
Issuer
|
Issue Date
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Exercise/Expiration Date
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Settlement Date
|
|
BofA Merril Lynch
|
25 Jan 2024
|
31 Jan 2025
|
11 Feb 2025
|
|
HSBC
|
27 Nov 2024
|
20 Feb 2025
|
27 Feb 2025
|
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).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(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 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
(i) Party to
an offer or person acting in concert (except for a principal trader
in the same group as a connected adviser)
|
Class of relevant
security
|
Purchase/sale
|
Number of
securities
|
Price per
unit
|
|
|
|
|
|
(ii) Principal
trader where the sole reason for the connection is that the
principal trader is in the same group as a connected
adviser
|
Class of relevant
security
|
Purchases/
sales
|
Total number of
securities
|
Highest price per unit
paid/received
|
Lowest price per unit
paid/received
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
(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 party to the offer or person
acting in concert making the disclosure and any other
person:
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 party to the offer or person acting in
concert 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
Are
any Supplemental Forms attached?
|
Supplemental Form 8 (Open Positions)
|
NO
|
|
Supplemental Form 8 (SBL)
|
YES
|
|
Date of disclosure:
|
31 DECEMBER 2024
|
|
Contact name:
|
NEIL WHITTAKER
|
|
Telephone number:
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020 7528 2115
|
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.
SUPPLEMENTAL FORM 8
(SBL)
DETAILS OF SECURITIES
BORROWING AND LENDING AND
FINANCIAL COLLATERAL
ARRANGEMENTS BY
PARTIES TO AN OFFER AND
PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
|
Full name of person making disclosure:
|
AVIVA PLC
|
|
Name of offeror/offeree in relation to whose relevant
securities this form relates:
|
AVIVA PLC
|
2. SECURITIES
BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS
|
Class of relevant security:
|
32 17/19p
Ordinary
|
|
|
Number
|
%
|
|
Securities borrowed:
|
291,582
|
0.01
|
|
Securities lent (including securities subject to a security
financial collateral arrangement with right of use or a title
transfer collateral arrangement):
|
|
|
Details of borrowed relevant securities which have been either
on-lent or sold do not need to be disclosed.
3. SECURITIES
BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS
|
Class of relevant
security
|
Nature of
transaction
e.g. securities
lending/borrowing, delivery/receipt of recalled securities,
entering into financial collateral arrangement with right of use,
entering into title transfer collateral arrangement
etc.
|
Number of
securities
|
|
32 17/19p
Ordinary
|
RECEIPT OF FINANCIAL COLLATERAL ARRANGEMENT
WITH TITLE TRANSFER
|
291,582
|
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.