BARCLAYS PLC Form 8.5 (EPT/NON-RI) - FRIENDS LIFE GROUP LIMITED

 
TIDMFLG 
 
 

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

1. KEY INFORMATION

 
(a)   Name of exempt principal trader:  BARCLAYS CAPITAL SECURITIES LTD 
(b)   Name of offeror/offeree           FRIENDS LIFE GROUP LIMITED 
      in relation to whose 
      relevant securities 
      this form relates: 
(c)   Name of the party to the          FRIENDS LIFE GROUP LIMITED 
      offer with which exempt 
      principal trader is connected 
(d)   Date position held/dealing        9 April 2015 
      undertaken: 
(e)   In addition to the                YES: 
      company in 1(b) 
      above, is the exempt principal 
      trader making disclosures         AVIVA PLC 
      in respect 
      of any other party to the offer? 
 
 

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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                                                  ORD 
security: 
                                                                   Interests          Short Positions 
                                                                   Number      (%)    Number      (%) 
(1)                 Relevant securities owned 
                    and/or controlled:                             13,239,187  0.94%  317,406     0.02% 
(2)                 Cash-settled derivatives: 
                                                                   15,107      0.00%  10,521,161  0.75% 
(3)                 Stock-settled derivatives (including options) 
                    and agreements to purchase/DEALING:               0           0.00%  0           0.00% 
(4) 
                    TOTAL:                                         13,254,294  0.94%  10,838,567  0.77% 
 
 

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 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 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   Purchase/DEALING  Total number of  Highest price  Lowest price 
relevant                                   per unit       per unit 
security                  securities       paid/received  paid/received 
ORD        Purchase       4,688,847        4.3430 GBP     4.294 GBP 
ORD        Sale           589,717          4.3430 GBP     4.294 GBP 
 
 

(b) Cash-settled derivative transactions

 
Class of   Product      Nature of dealing  Number of   Price per 
relevant   description                     reference   unit 
security                                   securities 
ORD        SWAP         Long               184         4.3154 GBP 
ORD        SWAP         Long               23,637      4.3322 GBP 
ORD        SWAP         Long               32,496      4.3218 GBP 
ORD        CFD          Long               115,142     4.3232 GBP 
ORD        SWAP         Long               150,000     4.3268 GBP 
ORD        SWAP         Long               151,523     4.3260 GBP 
ORD        CFD          Short              1           4.2900 GBP 
ORD        CFD          Short              7,388       4.2942 GBP 
ORD        SWAP         Short              13,211      4.3134 GBP 
ORD        SWAP         Short              42,995      4.2940 GBP 
ORD        CFD          Short              120,020     4.3220 GBP 
ORD        SWAP         Short              415,000     4.3051 GBP 
ORD        CFD          Short              1,152,834   4.3235 GBP 
ORD        SWAP         Short              2,472,535   4.3207 GBP 
 
 

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

 
Class of   Product      Writing,     Number      Exercise  Type       Expiry date  Option 
relevant   description  purchasing,  of          price     e.g.                    money 
security   e.g.         selling,     securities  per unit  American,               paid/ 
           call         varying      to                    European                received 
           option       etc.         which                 etc.                    per 
                                     option                                        unit 
                                     relates 
 
 

(ii) Exercise

 
Class of relevant   Product      Exercising/  Number         Exercise price 
security            description  exercised    of securities  per unit 
                    e.g. call    against 
                    option 
 
 

(d) Other dealings (including subscribing for new securities)

 
Class of relevant   Nature of dealing   Details  Price per unit (if 
security            e.g. subscription,           applicable) 
                    conversion 
 
 

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 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" 
 
 

(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" 
 
 

(c) Attachments

 
Is a Supplemental Form 8 (Open Positions) attached?   NO 
Date of disclosure:                                   10 Apr 2015 
Contact name:                                         Jay Supaya 
Telephone number:                                     020 7773 0635 
 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. 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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