Form 8 (OPD) (Ageas SA/NV)

Ageas Insurance International NV

13 March 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Ageas SA/NV
(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.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Ageas SA/NV
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	12 March 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"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER 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

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

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

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(A) Interests in Ageas SA/NV's securities held by subsidiaries of Ageas SA/NV (as concert parties of Ageas SANV) Subsidiary Number of relevant securities owned and/or controlled % Ageasfinlux S.A. 1,219,048[1] 0.65 (B) Interests in Ageas SA/NV's securities held by directors of Ageas SA/NV and/or Ageas Insurance International N.V. ("AII") and their close relatives and related trusts Director of Ageas S.A. and AII Number of relevant securities owned and/or controlled % Hans De Cuyper 9,261 0.00 Bart De Smet 45,121 0.00 Jane Murphy 100 0.00 Wim Guilliams 3,500 0.00 Emmanuel Van Grimbergen 10,829[2] 0.00 Director of AII Number of relevant securities owned and/or controlled % Antonio Cano y Bosque 15,982 0.00 Filip Coremans 18,407[3] 0.00 (C) Shares allotted to the directors of Ageas SA/NV or AII under the LTI plan[4] Name Director of - Number of relevant securities Vesting Date Hans De Cuyper Ageas SA/NV and AII 7,820 30 June 2026 Hans De Cuyper Ageas SA/NV and AII 10,090 30 June 2025 Hans De Cuyper Ageas SA/NV and AII 5,293 30 June 2024 Bart De Smet Ageas SA/NV 8,617 30 June 2024 Emmanuel Van Grimbergen Ageas SA/NV and AII 5,057 30 June 2026 Emmanuel Van Grimbergen Ageas SA/NV and AII 7,529 30 June 2025 Emmanuel Van Grimbergen Ageas SA/NV and AII 5,909 30 June 2024 Antonio Cano AII 5,057 30 June 2026 Antonio Cano AII 7,529 30 June 2025 Antonio Cano AII 7,165 30 June 2024 Filip Coremans AII 5,057 30 June 2026 Filip Coremans AII 7,529 30 June 2025 Filip Coremans AII 7,165 30 June 2024

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).

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 making the disclosure or any person acting in concert with it: 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 making the disclosure, or any person acting in concert with it, 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)	NO

Date of disclosure:	13 March 2024
Contact name:	Johan De Bruycker, Group General Counsel
Telephone number:	[phone]

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 disclosure requirements on [phone].

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

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[1] Note: The shares are pledged in favour of FRESH debt instrument holders (total number of instruments as at 4 March 2023 is 1,536, of which 933 are held by Ageas SA/NV and 603 are held by external public holders. These shares are not entitled to dividends, nor do they have voting rights.

[2] Note: 2,275 of the shares are blocked.

[3] Note: 4,906 of the shares are blocked.

[4] Note: Ageas Long-term Incentive Plan ("LTI Plan"): members of the Executive Committee and the Management Committee may also receive shares under the LTI Plan. Under this plan, Ageas shares are acquired under a trust and are granted to the members based on the result of the achievement on the targets for the business KPIs over the number of working years. Before vesting, the shares are treated as treasury shares with no voting rights attached thereto.

 

END