FORM 8.5 (EPT/NON-RI) - AVIVA PLC

FORM 8.5 (EPT/NON-RI) - AVIVA PLC

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI)

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)	Â	Name of exempt principal trader:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b)		Name of offeror/offeree in relation to whose		AVIVA PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		FRIENDS LIFE GROUP LIMITED
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		15 January 2015
(e)		In addition to the company in 1(b) above, is the exempt principal		YES:
Â		trader making disclosures in respect of any other party to the offer?		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
				Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		6,717,672		0.23%		8,030,628		0.27%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				5,490,669		0.19%		3,050,961		0.10%
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:		12,208,341		0.41%		11,081,589		0.38%

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		1,326,946		5.0700 GBP		4.897 GBP
ORD		Sale		2,778,743		5.0684 GBP		4.897 GBP
ADR		Purchase		5,128		15.3555 USD		15.3184 USD
ADR		Sale		5,128		15.3555 USD		15.3184 USD

(b) Cash-settled derivative transactions

Class of	Â	Product	Â	Nature of dealing	Â	Number of	Â	Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
ORD		CFD		Long		1,203		5.0012 GBP
ORD		CFD		Long		2,924		5.0673 GBP
ORD		CFD		Long		3,389		5.0018 GBP
ORD		SWAP		Long		9,459		5.0251 GBP
ORD		SWAP		Long		12,205		5.0684 GBP
ORD		CFD		Long		15,091		4.9552 GBP
ORD		SWAP		Long		16,200		5.0595 GBP
ORD		CFD		Long		19,816		4.9518 GBP
ORD		SWAP		Long		25,177		4.9336 GBP
ORD		SWAP		Long		28,394		4.9917 GBP
ORD		SWAP		Long		36,621		4.9512 GBP
ORD		SWAP		Long		42,036		5.0499 GBP
ORD		CFD		Long		85,127		5.0342 GBP
ORD		CFD		Long		95,945		5.0040 GBP
ORD		SWAP		Long		107,983		4.9511 GBP
ORD		SWAP		Long		119,208		4.9486 GBP
ORD		SWAP		Long		141,583		4.9579 GBP
ORD		SWAP		Long		233,090		4.9781 GBP
ORD		SWAP		Long		272,584		4.9483 GBP
ORD		CFD		Long		415,405		4.9680 GBP
ORD		SWAP		Short		10,178		4.9906 GBP
ORD		CFD		Short		13,974		4.9688 GBP
ORD		CFD		Short		49,114		4.9853 GBP
ORD		SWAP		Short		141,131		4.9638 GBP
ORD		SWAP		Short		160,391		4.9873 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:		16 Jan 2015
Contact name:		Jay Supaya
Telephone number:		0207 773 0635

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.