Form 8 (OPD) XL Group plc

RNS Number : 3240B

Catlin Group Limited

05 January 2015

 



FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

1.         KEY INFORMATION

(a) Full name of discloser:	Catlin Group Limited
(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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	XL Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	5 January 2015
(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"	YES - Catlin Group Limited

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:	XL Group plc ordinary shares of US$ 0.01 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0.00	Nil	0.00
(2) Cash-settled derivatives:	Nil	0.00	Nil	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0.00	Nil	0.00
TOTAL:	Nil	0.00	Nil	0.00

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:	None
Details, including nature of the rights concerned and relevant percentages:	None

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:

3(a) Interests of directors of Catlin Group Limited (and persons presumed to be acting in concert with the Directors) in XL Group plc US$0.01 ordinary shares

Director	Number of XL Group plc US$0.01 ordinary shares	Percentage of existing issued shares
Fiona Luck	48,500	0.019%

3(b) Directors' rights to subscribe in US$0.01 ordinary shares of XL Group plc (and persons presumed to be acting in concert with the Directors)

Director	Number of XL Group plc US$0.01 ordinary shares	Vesting date
Fiona Luck	75,000	Vested (right to subscribe expires in 2018)

3(c) Interests in XL Group plc securities held by the connected advisers of Catlin Group Limited

Connected adviser	Owner of interests (if different)	Number of XL Group plc ordinary shares of US$ 0.01 each	Type of interest
Barclays (Financial Adviser and Corporate Broker)	Palomino Limited	746,440	Shares (long equity)
JP Morgan Cazenove (Financial Adviser)	JP Morgan Securities LLC	442,486 291,964 30,000	Shares (long equity) Short equity Short equity swap

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

(1)        Date of disclosure:	5 January 2015
(2)        Contact name:	Nicola Graham
(3)        Telephone number:	0207 626 0486

Catlin is a Bermudian entity and is therefore not subject to the City Code. Shareholders of Catlin and others dealing are therefore not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosures as if the City Code applied and as if Catlin were in an "offer period". 

Accordingly, public disclosures consistent with the provisions of Rule 8 of the City Code should be released directly through a Regulatory Information Service and should not be emailed to the Takeover Panel. Private disclosures should be emailed to Catlin, at the following address: [e-mail] 

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

 

END

 

 

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