Form 8.5 (EPT/NON-RI) - AVIVA PLC - AMENDMENT 2...

Form 8.5 (EPT/NON-RI) - AVIVA PLC - AMENDMENT 2(a) & 3 (a)

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI) AMENDMENT 2(a) & 3 (a)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Name of exempt principal trader:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Â	AVIVA PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Â	FRIENDS LIFE GROUP LIMITED
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	Â	27 March 2015
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	Â	YES: FRIENDS LIFE GROUP LIMITED

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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:	Â	Â	Â	ORD	Â	Â	Â	Â	Â	Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		12,691,975		0.43%		5,082,773		0.17%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				1,864,539		0.06%		9,563,919		0.32%
Â		Â		Â		Â		Â		Â
(3)		Stock-settled derivatives (including options)
		and agreements to purchase/sell:		0		0.00%		0		0.00%
Â		Â		Â		Â		Â		Â
(4)
		TOTAL:		14,556,514		0.49%		14,646,692		0.50%

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:	Â
Details, including nature of the rights concerned and relevant percentages:	Â

3. DEALINGS (IF ANY) 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 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	Â	Purchase/sale	Â	Total number of	Â	Highest price per unit	Â	Lowest price per unit
security		Â		securities		paid/received		paid/received
ORD		Purchase		2,167,191		5.5700 GBP		5.49 GBP
ORD		Sale		1,602,770		5.5700 GBP		5.49 GBP
ADR		Purchase		1,324		16.5624 USD		16.5 USD
ADR		Sale		1,324		16.5624 USD		16.5 USD
									Â
(b)		Cash-settled derivative transactions		Â		Â		Â
Class of		Product		Nature of dealing		Number of		Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
ORD		SWAP		Long		200		5.5200 GBP
ORD		SWAP		Long		500		5.5450 GBP
ORD		SWAP		Long		1,630		5.5193 GBP
ORD		CFD		Long		2,248		5.5230 GBP
ORD		SWAP		Long		2,320		5.5383 GBP
ORD		SWAP		Long		3,979		5.5327 GBP
ORD		SWAP		Long		4,370		5.5058 GBP
ORD		SWAP		Long		13,893		5.5060 GBP
ORD		CFD		Long		10,653		5.5092 GBP
ORD		SWAP		Long		51,813		5.5069 GBP
ORD		CFD		Long		54,259		5.5146 GBP
ORD		CFD		Long		72,112		5.5128 GBP
ORD		SWAP		Long		188,700		5.5067 GBP
ORD		CFD		Long		236,919		5.5195 GBP
ORD		SWAP		Short		872		5.5198 GBP
ORD		CFD		Short		1,790		5.5266 GBP
ORD		SWAP		Short		2,002		5.5267 GBP
ORD		SWAP		Short		5,700		5.5168 GBP
ORD		SWAP		Short		6,400		5.5175 GBP
ORD		SWAP		Short		8,112		5.5306 GBP
ORD		CFD		Short		9,400		5.5583 GBP
ORD		CFD		Short		14,085		5.5122 GBP
ORD		CFD		Short		14,571		5.5162 GBP
ORD		SWAP		Short		16,906		5.5261 GBP
ORD		CFD		Short		10,033		5.5207 GBP
ORD		SWAP		Short		30,747		5.5251 GBP
ORD		SWAP		Short		36,882		5.5363 GBP
ORD		CFD		Short		56,103		5.5120 GBP
ORD		CFD		Short		58,128		5.5146 GBP
ORD		SWAP		Short		64,525		5.5154 GBP
ORD		CFD		Short		220,633		5.5208 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Â

Product description e.g. call option

Â

Writing, purchasing, selling, varying etc.

Â

Number of securities to which option relates

Â

Exercise price per unit

Â

Type e.g. American, European etc.

Â

Expiry date

Â

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Â

Product description e.g. call option

Â

Exercising/ exercised against

Â

Number of securities

Â

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Â

Nature of dealing e.g. subscription, conversion

Â

Details

Â

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 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”

(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”

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

Â

NO

Date of disclosure:	Â	31 March 2015
Contact name:		Rajesh Muthanna
Telephone number:		020 3555 4634

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.