FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Full name of discloser: | Jefferies International 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. |
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| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Direct Line Insurance Group plc |
| (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
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| (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 8th January 2025 |
| (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" |
N/A |
2. POSITIONS OF THE PERSON 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 following the dealing (if any)
| Class of relevant security:
| 10 10/11p ordinary | |||
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| Interests | Short positions | ||
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| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 17,444,830 | 1.331 |
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| (2) Cash-settled derivatives:
| 274,928 | 0.020 | 17,740,805 | 1.352 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
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| TOTAL: | 17,719,758 | 1.351 | 17,740,805 | 1.352 |
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: |
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| Details, including nature of the rights concerned and relevant percentages: |
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3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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 security | Purchase/Sale
| Number of securities | Price per unit (GBX) |
| 10 10/11p ordinary | Purchases
Sales
| 530 4,689 3,403 23,082 1,836 26,632 619 10,019 3,870 11,288 144,769 27,469 6,466 455,594 118,509 4,559 23,732 41,999 71,440 2,710 30,725 1,144 8,827 324 10,619 611 2,991 520 1,701 3,097 584 1,179 159,609 1,190 1,778 1,677 11,985 6,070 500,000 9,574 1,523 16,748 4,392 17,869 2,730 8,793 6,751 564
300,000 14,828 28,141 15,987 360,721 1,547 9,033 5,452 1,602 3,597 976 5,379 14,821 6,038 14,657 4,642 1,674 52,101 | 254.6000 254.8000 254.9000 255.0000 255.1000 255.2000 255.3000 255.4000 255.5000 255.6000 255.7000 255.8000 255.9000 255.9086 256.0000 256.1000 256.2000 256.3000 256.4000 256.5000 256.6000 256.7000 256.8000 256.9000 257.0000 257.1000 257.2000 257.6000 257.8000 258.0000 258.2000 258.4000 258.4731 258.6000 258.8000 258.9000 259.0000 259.1000 259.1295 259.2000 259.3000 259.4000 259.5000 259.6000 259.7000 259.8000 260.0000 260.2000
256.1790 256.4000 256.8000 256.9000 256.9439 257.0000 257.6000 257.8000 258.6000 258.8000 258.9000 259.0000 259.2000 259.2909 259.3000 259.4000 259.5000 259.6000 |
(b) Cash-settled derivative transactions
| Class of relevant security | 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 (GBX) |
| 10 10/11p ordinary | Swap Swap Swap Swap Swap Swap Swap | Increasing a short position Increasing a short position Increasing a short position Increasing a short position Increasing a short position Increasing a short position Increasing a short position | 12,255 41,902 22,184 64,056 192,910 122,287 500,000 | 255.9056 255.9056 255.9056 255.9056 255.9056 255.9056 259.1295 |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
| | | | | | | | |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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(d) Other dealings (including subscribing for new securities)
| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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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 person 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" |
| None |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the person 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" |
| None |
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO |
Date of disclosure: | 9th January 2025 |
Contact name: | Robin Greenwood |
Telephone number | 020 7029 8595 |
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 +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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