Form 8.5 (EPT/NON-RI) - XL GROUP PLC - BCI
BARCLAYS PLC
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RIâ€) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the “Codeâ€)
1. KEY INFORMATION
(a) | Â | Name of exempt principal trader: | Â | BARCLAYS CAPITAL INC | |
(b) | Name of offeror/offeree in relation to whose |
XL GROUP PLC |
|||
 | relevant securities this form relates: |  | |||
(c) | Name of the party to the offer with which exempt | CATLIN GROUP PLC | |||
 | principal trader is connected |  | |||
(d) | Date position held/dealing undertaken: | 5 January 2015 | |||
(e) | Has the EPT previously disclosed, or is it | YES: | |||
today disclosing, under the Code in respect | CATLIN GROUP PLC | ||||
 | of any other party to this offer? |  |
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 | |||||||||
 |  | Number |  | (%) | Number |  | (%) | ||||
(1) | Relevant securities owned | ||||||||||
and/or controlled: | 768 | 0.00% | 206 | 0.00% | |||||||
 |  |  |  |  |  | ||||||
(2) | Derivatives (other than | ||||||||||
options): | 0 | 0.00% | 0 | 0.00% | |||||||
 |  |  |  |  |  | ||||||
(3) | Options and agreements to | ||||||||||
purchase/sell: | 11,700 | 0.00% | 16,500 | 0.01% | |||||||
 |  |  |  |  |  | ||||||
 | |||||||||||
TOTAL: | 12,468 | 0.00% | 16,706 | 0.01% |
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 | |
security | Â | securities | Â | ||||
ORD | Purchase | 100 | 34.0800 USD | ||||
ORD | Purchase | 100 | 34.1650 USD | ||||
ORD | Purchase | 100 | 34.2800 USD | ||||
ORD | Purchase | 300 | 34.5166 USD | ||||
ORD | Purchase | 400 | 34.4900 USD | ||||
ORD | Purchase | 492 | 34.2992 USD | ||||
ORD | Purchase | 500 | 34.5600 USD | ||||
ORD | Purchase | 1,000 | 34.6115 USD | ||||
ORD | Purchase | 1,400 | 34.4178 USD | ||||
ORD | Purchase | 1,500 | 34.5186 USD | ||||
ORD | Purchase | 1,600 | 34.3268 USD | ||||
ORD | Purchase | 1,900 | 34.5068 USD | ||||
ORD | Purchase | 2,616 | 34.6600 USD | ||||
ORD | Purchase | 2,800 | 34.4950 USD | ||||
ORD | Purchase | 8,400 | 34.5253 USD | ||||
ORD | Purchase | 10,394 | 34.4646 USD | ||||
ORD | Purchase | 10,802 | 34.4645 USD | ||||
ORD | Purchase | 12,700 | 34.5214 USD | ||||
ORD | Purchase | 19,638 | 34.3906 USD | ||||
ORD | Sale | 16 | 34.5503 USD | ||||
ORD | Sale | 100 | 34.4600 USD | ||||
ORD | Sale | 100 | 34.4723 USD | ||||
ORD | Sale | 100 | 34.5450 USD | ||||
ORD | Sale | 100 | 34.5900 USD | ||||
ORD | Sale | 200 | 34.5300 USD | ||||
ORD | Sale | 300 | 34.5166 USD | ||||
ORD | Sale | 300 | 34.6666 USD | ||||
ORD | Sale | 300 | 34.6683 USD | ||||
ORD | Sale | 1,500 | 34.5186 USD | ||||
ORD | Sale | 1,892 | 34.2382 USD | ||||
ORD | Sale | 2,400 | 34.4422 USD | ||||
ORD | Sale | 2,900 | 34.6600 USD | ||||
ORD | Sale | 4,300 | 34.4725 USD | ||||
ORD | Sale | 5,600 | 34.4765 USD | ||||
ORD | Sale | 6,482 | 34.4064 USD | ||||
ORD | Sale | 7,100 | 34.5568 USD | ||||
ORD | Sale | 8,800 | 34.5383 USD | ||||
ORD | Sale | 10,498 | 34.3790 USD | ||||
ORD | Sale | 10,598 | 34.4645 USD | ||||
ORD | Sale | 13,156 | 34.3827 USD |
(b) Cash-settled derivative transactions
Class of relevant security | Â |
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 | 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. |
 | Expiry date |  | Option money paid/ received per unit |
(ii) Exercise
Class of relevant security | Â |
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 | Â |
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 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 | YES | |
Date of disclosure: | 6 Jan 2015 | ||
Contact name: | Sushil Vashisht | ||
Telephone number: | 020 7773 0744 |
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 monitoring@disclosure.org.uk. 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.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
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 “Codeâ€)
1. KEY INFORMATION
Identity of the person whose positions/dealings | Â | BARCLAYS CAPITAL INC | |
are being disclosed: | Â | ||
Name of offeror/offeree in relation to whose | XL GROUP PLC | ||
relevant securities this from relates: | Â |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class | Â | Product | Â | Writing, | Â | Number | Â | Exercise | Â | Type | Â | Expiry | |
of | description | purchasing, | of | price | date | ||||||||
relevant | selling, | securities | per unit | ||||||||||
security | varying etc | to which | |||||||||||
option | |||||||||||||
 |  |  | relates |  |  |  | |||||||
ORD | Put Options | Purchased | -100 | 30.0000 | American | 17 Jan 2015 | |||||||
ORD | Put Options | Purchased | -5,800 | 30.0000 | American | 17 Apr 2015 | |||||||
ORD | Put Options | Purchased | -2,600 | 31.0000 | American | 17 Jan 2015 | |||||||
ORD | Put Options | Purchased | -6,600 | 32.0000 | American | 17 Jan 2015 | |||||||
ORD | Put Options | Purchased | -1,400 | 37.0000 | American | 17 Jan 2015 | |||||||
ORD | Put Options | Written | 1,000 | 33.0000 | American | 17 Jan 2015 | |||||||
ORD | Call Options | Purchased | 2,400 | 35.0000 | American | 17 Jan 2015 | |||||||
ORD | Call Options | Purchased | 8,300 | 36.0000 | American | 17 Jan 2015 |
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: |
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.