FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Name of exempt principal trader: | Morgan Stanley & Co. International plc |
| (b) 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 |
| (c) Name of the party to the offer with which exempt principal trader is connected: | Direct Line Insurance Group plc |
| (d) Date dealing undertaken: | 13 January 2025 |
| (e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | YES-Aviva plc |
2. DEALINGS 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 2(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 | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
| 10 10/11p ordinary | PURCHASES | 3,377,902 | 2.5540 GBP | 2.5417 GBP |
| 10 10/11p ordinary | SALES | 1,769,115 | 2.5540 GBP | 2.5420 GBP |
(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 |
| 10 10/11p ordinary | CFD | increasing a long position | 9,059 | 2.5440 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 21,480 | 2.5446 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 350 | 2.5455 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 43,135 | 2.5468 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 1,761 | 2.5472 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 40,595 | 2.5478 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 8,786 | 2.5478 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 75,245 | 2.5482 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 3,458 | 2.5486 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 12,107 | 2.5489 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 12,423 | 2.5492 GBP |
| 10 10/11p ordinary | CFD | increasing a long position | 2,844 | 2.5498 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 8,238 | 2.5420 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 129 | 2.5420 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 896 | 2.5420 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 57,841 | 2.5433 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 165 | 2.5440 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 2,497 | 2.5469 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 181,336 | 2.5470 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 51,748 | 2.5496 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 42,159 | 2.5497 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 172 | 2.5502 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 100,000 | 2.5513 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 150,000 | 2.5513 GBP |
| 10 10/11p ordinary | CFD | increasing a short position | 638,163 | 2.5540 GBP |
| 10 10/11p ordinary | CFD | reducing a long position | 4,338 | 2.5420 GBP |
| 10 10/11p ordinary | CFD | reducing a long position | 24,351 | 2.5420 GBP |
| 10 10/11p ordinary | CFD | reducing a long position | 697 | 2.5420 GBP |
| 10 10/11p ordinary | CFD | reducing a long position | 8,284 | 2.5421 GBP |
| 10 10/11p ordinary | CFD | reducing a long position | 2,257 | 2.5422 GBP |
| 10 10/11p ordinary | CFD | reducing a long position | 735 | 2.5495 GBP |
| 10 10/11p ordinary | CFD | reducing a long position | 82,695 | 2.5496 GBP |
| 10 10/11p ordinary | CFD | reducing a short position | 8,238 | 2.5420 GBP |
| 10 10/11p ordinary | CFD | reducing a short position | 1,655 | 2.5420 GBP |
| 10 10/11p ordinary | CFD | reducing a short position | 356,430 | 2.5462 GBP |
| 10 10/11p ordinary | CFD | reducing a short position | 2,828 | 2.5476 GBP |
| 10 10/11p ordinary | CFD | reducing a short position | 2,497 | 2.5478 GBP |
| 10 10/11p ordinary | CFD | reducing a short position | 51,748 | 2.5482 GBP |
| 10 10/11p ordinary | CFD | reducing a short position | 314 | 2.5488 GBP |
| 10 10/11p ordinary | CFD | reducing a short position | 1 | 2.5500 GBP |
(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 |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
| N/A | N/A | N/A | N/A | N/A |
(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) |
| N/A | N/A | N/A | N/A |
3. 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" |
| 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" |
| NONE
|
Date of disclosure: | 14 January 2025 |
Contact name: | Craig Horsley |
Telephone number: | +44 141 245-7736 |
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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