Direct Line Insurance PLC
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FORM 8.3
PUBLIC 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:
Invesco Ltd.
(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
Direct Line Insurance Group PLC
(d)
If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e)
Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
01.07.2025
(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”
Yes, Aviva PLC
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 GB00BY9D0Y18
Interests
Short Positions
Number
%
Number
%
(1)
Relevant securities owned and/or controlled:
6,408,815
0.48
(2)
Cash-settled derivatives:
(3)
Stock-settled derivatives (including options) and agreements to purchase/sell:
Total
6,408,815
0.48
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:
Details, including nature of the rights concerned and relevant percentages:
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
10 10/11p ordinary GB00BY9D0Y18
Sale
249,122
3.05 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
(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
(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)
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
FORM 8.3
PUBLIC 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:
Invesco Ltd.
(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
Direct Line Insurance Group PLC
(d)
If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e)
Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
23.06.2025
(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”
Yes, Aviva PLC
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 GB00BY9D0Y18
Interests
Short Positions
Number
%
Number
%
(1)
Relevant securities owned and/or controlled:
6,657,937
0.50
(2)
Cash-settled derivatives:
(3)
Stock-settled derivatives (including options) and agreements to purchase/sell:
Total
6,657,937
0.50
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:
Details, including nature of the rights concerned and relevant percentages:
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
10 10/11p ordinary GB00BY9D0Y18
Sale
1,798
3.06 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
(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
(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)
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
FORM 8.3
PUBLIC 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:
Invesco Ltd.
(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
Direct Line Insurance Group PLC
(d)
If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e)
Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
20.06.2025
(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”
Yes, Aviva PLC
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 GB00BY9D0Y18
Interests
Short Positions
Number
%
Number
%
(1)
Relevant securities owned and/or controlled:
6,659,735
0.50
(2)
Cash-settled derivatives:
(3)
Stock-settled derivatives (including options) and agreements to purchase/sell:
Total
6,659,735
0.50
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:
Details, including nature of the rights concerned and relevant percentages:
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
10 10/11p ordinary GB00BY9D0Y18
Purchase
6,209
3.08 GBP
10 10/11p ordinary GB00BY9D0Y18
Sale
20,270
3.08 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
(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
(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)
4.
OTHER INFORMATION
(a)
Indemnity and other dealing arrangements
FORM 8.3
PUBLIC 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:
Invesco Ltd.
(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
Direct Line Insurance Group PLC
(d)
If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e)
Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
17.06.2025
(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”
Yes, Aviva PLC
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 GB00BY9D0Y18
Interests
Short Positions
Number
%
Number
%
(1)
Relevant securities owned and/or controlled:
6,673,796
0.50
(2)
Cash-settled derivatives:
(3)
Stock-settled derivatives (including options) and agreements to purchase/sell:
Total
6,673,796
0.50
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:
Details, including nature of the rights concerned and relevant percentages:
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
10 10/11p ordinary GB00BY9D0Y18
Purchase
306
3.03 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
(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
(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)
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
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: HBK Services LLC, on behalf of itself, its subadvisors and its managed funds (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 Direct Line Insurance Group Plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure 16 June 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” Aviva Plc2. 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 Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 100 0.00% (2) Cash-settled derivatives: 54,443,229 4.15% (3) Stock-settled derivatives (including options) and agreements to purchase/sell: TOTAL: 54,443,329 4.15%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: Details, including nature of the rights concerned and relevant percentages: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(b) Cash-settled derivative transactions
Class of relevant security Product descriptione.g. CFD Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit 10 10/11p Ordinary Total Return Swap Increasing a long position 2,143,229 GBP 2.9850 10 10/11p Ordinary Total Return Swap Increasing a long position 300,000 GBP 2.9827(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 Typee.g. American, European etc. Expiry date Option money paid/ received per unit(ii) Exercise
Class of relevant security Product descriptione.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 Nature of dealinge.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 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”(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”(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? NO Date of disclosure: 17 June 2025 Contact name: Jonathan Brown Telephone number*: +44 (0)20 7659 1906Public 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.
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:
SAMSON ROCK CAPITAL LLP
(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
DIRECT LINE INSURANCE GROUP PLC
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
13/06/2025
(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"
Yes, Aviva plc
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
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
14,010,180
1.07
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
14,010,180
1.07
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:
Details, including nature of the rights concerned and relevant percentages:
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
(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
Equity Swap
Reducing a long position
100,000
298.00 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
(ii) Exercise
Class of relevant security
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
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
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: HBK Services LLC, on behalf of itself, its subadvisors and its managed funds (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 Direct Line Insurance Group Plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure 5 June 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” Aviva Plc2. 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 Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 100 0.00% (2) Cash-settled derivatives: 52,000,000 3.96% (3) Stock-settled derivatives (including options) and agreements to purchase/sell: TOTAL: 52,000,100 3.96%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: Details, including nature of the rights concerned and relevant percentages: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(b) Cash-settled derivative transactions
Class of relevant security Product descriptione.g. CFD Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit 10 10/11p Ordinary Total Return Swap Increasing a long position 2,000,000 GBP 3.0000 10 10/11p Ordinary Total Return Swap Increasing a long position 2,500,000 GBP 2.9940 10 10/11p Ordinary Total Return Swap Increasing a long position 2,500,000 GBP 2.9937(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 Typee.g. American, European etc. Expiry date Option money paid/ received per unit(ii) Exercise
Class of relevant security Product descriptione.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 Nature of dealinge.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 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”(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”(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? NO Date of disclosure: 6 June 2025 Contact name: Jonathan Brown Telephone number*: +44 (0)20 7659 1906Public 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.
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: Pentwater Capital Management LP (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 Direct Line Insurance Group plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure 05/06/2025 (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” Yes2. 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 Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: (2) Cash-settled derivatives: 38,674,458 2.95 (3) Stock-settled derivatives (including options) and agreements to purchase/sell: TOTAL: 38,674,458 2.95All 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: Details, including nature of the rights concerned and relevant percentages: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(b) Cash-settled derivative transactions
Class of relevant security Product descriptione.g. CFD Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit (GBP) 10 10/11p Swap Increasing a long position 6,000,000 2.9925(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 Typee.g. American, European etc. Expiry date Option money paid/ received per unit(ii) Exercise
Class of relevant security Product descriptione.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 Nature of dealinge.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 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: 06/06/2025 Contact name: Hooman Tavakolian Telephone number: +1 312-914-4301Public 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.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
FORM 8.3
PUBLIC 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:
Invesco Ltd.
(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
Direct Line Insurance Group PLC
(d)
If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e)
Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
04.06.2025
(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”
Yes, Aviva PLC
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 GB00BY9D0Y18
Interests
Short Positions
Number
%
Number
%
(1)
Relevant securities owned and/or controlled:
6,673,490*
0.50
(2)
Cash-settled derivatives:
(3)
Stock-settled derivatives (including options) and agreements to purchase/sell:
Total
6,673,490*
0.50
*The change in the holding of 55,454 shares since the last disclosure on 09.04.2025 is due to the transfer in of a discretionary holding at 2.99 GBP.
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:
Details, including nature of the rights concerned and relevant percentages:
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
10 10/11p ordinary GB00BY9D0Y18
Purchase
176
2.99 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
(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
(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)
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”
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:
SAMSON ROCK CAPITAL LLP
(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
DIRECT LINE INSURANCE GROUP PLC
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
03/06/2025
(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"
Yes, Aviva plc
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
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
14,110,180
1.08
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
14,110,180
1.08
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:
Details, including nature of the rights concerned and relevant percentages:
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
(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
Equity Swap
Reducing a long position
1,414
303.99929279 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
(ii) Exercise
Class of relevant security
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
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
P R O D U C T S U G G E S T I O N S
