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.
|
|
|
(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
|
27th February 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
|
|
|
Interests
|
Short
positions
|
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
16,245,702
|
1.238
|
|
|
|
(2) Cash-settled
derivatives:
|
16,325,287
|
1.244
|
32,531,570
|
2.480
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
|
|
|
|
|
TOTAL:
|
32,570,989
|
2.483
|
32,531,570
|
2.480
|
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
(GBX)
|
|
10 10/11p
ordinary
|
Purchase
Sale
|
178,691
4,355
23,201
25,000
276,799
500,000
85,466
100,000
3,970
2,500
3,510
3,781
158,161
179,746
52,000
10,336
1,667
5,200
24,833
500,000
3,140
152,315
217,255
7,745
250,000
375,000
300,000
150,000
130,205
89,442
11,615
125,945
20,807
9,110
43,942
3,493
1,707
1,640
1,500
449,693
53,114
5,999
14,103
1,545
|
271.8000
272.0000
272.4000
272.5650
272.6000
272.8000
273.2000
274.8000
274.8768
274.8900
275.0300
275.2600
275.3230
275.3569
275.8764
276.0300
276.0600
277.6657
277.9099
278.2625
278.5084
279.0000
271.6000
272.0000
274.1435
274.1435
274.1709
275.2000
275.3000
275.6000
275.7000
276.4000
276.5000
276.6000
277.0000
277.6000
277.8000
278.6000
278.7000
279.0000
279.2000
279.4000
279.6000
279.8000
|
(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
|
|
|
|
|
(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
|
(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:
|
28th February
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.
