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) 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	31 DEC 2014
(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:		8,837,253		0.30%		6,810,131		0.23%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		4,648,197		0.16%		5,123,769		0.17%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		0		0.00%		0		0.00%
Â		Â		Â		Â		Â		Â
(4)
		TOTAL:		13,485,450		0.46%		11,933,900		0.40%

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	Number of	Â	Price per unit	Â
security		Â		securities		Â
ORD		Purchase		132		4.8580 GBP
ORD		Purchase		1,870		4.8598 GBP
ORD		Purchase		2,450		4.8501 GBP
ORD		Purchase		3,054		4.8570 GBP
ORD		Purchase		9,313		4.8495 GBP
ORD		Purchase		11,066		4.8493 GBP
ORD		Purchase		13,515		4.8522 GBP
ORD		Purchase		16,607		4.8465 GBP
ORD		Purchase		16,906		4.8510 GBP
ORD		Purchase		34,886		4.8449 GBP
ORD		Purchase		53,899		4.8443 GBP
ORD		Purchase		128,737		4.8469 GBP
ORD		Sale		232		4.8240 GBP
ORD		Sale		3,054		4.8570 GBP
ORD		Sale		14,485		4.8526 GBP
ORD		Sale		16,856		4.8464 GBP
ORD		Sale		22,157		4.8488 GBP
ORD		Sale		135,650		4.8434 GBP
ADR		Purchase		300		15.0833 USD
ADR		Sale		300		15.0833 USD
									Â
(b)		Derivatives transactions (other than options)		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		449		4.8389 GBP
ORD		SWAP		Long		1,340		4.8399 GBP
ORD		CFD		Long		70,357		4.8433 GBP
ORD		CFD		Short		600		4.8427 GBP
ORD		SWAP		Short		1,380		4.8580 GBP
ORD		CFD		Short		2,725		4.8293 GBP
ORD		CFD		Short		9,313		4.8495 GBP
ORD		SWAP		Short		58,652		4.8463 GBP
ORD		CFD		Short		68,328		4.8482 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	2 Jan 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.