Form 8.5 (EPT/NON-RI) - CATLIN GROUP PLC

Form 8.5 (EPT/NON-RI) - CATLIN GROUP PLC

BARCLAYS PLC

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)	Â	Name of exempt principal trader:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b)		Name of offeror/offeree in relation to whose		CATLIN GROUP PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		CATLIN GROUP PLC
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		6 January 2015
(e)		Has the EPT previously disclosed, or is it		YES:
		today disclosing, under the Code in respect		XL GROUP PLC
Â		of any other party to this offer?		Â

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 security:			Â	ORD
	Â			Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		2,079,268		0.57%		674,353		0.19%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		574,299		0.16%		1,642,270		0.45%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		0		0.00%		0		0.00%
Â		Â		Â		Â		Â		Â
											Â
		TOTAL:		2,653,567		0.73%		2,316,623		0.64%

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:	Â
Details, including nature of the rights concerned and relevant percentages:	Â

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 relevant	Â	Purchase/sale	Â	Number of	Â	Price per unit
security		Â		securities		Â
ORD		Purchase		456		6.5275 GBP
ORD		Purchase		507		6.5550 GBP
ORD		Purchase		651		6.4857 GBP
ORD		Purchase		717		6.5600 GBP
ORD		Purchase		978		6.5050 GBP
ORD		Purchase		1,420		6.4900 GBP
ORD		Purchase		1,504		6.5200 GBP
ORD		Purchase		1,560		6.5450 GBP
ORD		Purchase		1,784		6.5300 GBP
ORD		Purchase		1,893		6.5100 GBP
ORD		Purchase		1,993		6.5500 GBP
ORD		Purchase		1,998		6.5150 GBP
ORD		Purchase		2,211		6.5400 GBP
ORD		Purchase		3,000		6.4800 GBP
ORD		Purchase		3,469		6.5132 GBP
ORD		Purchase		4,431		6.5250 GBP
ORD		Purchase		5,539		6.5093 GBP
ORD		Purchase		6,873		6.5318 GBP
ORD		Purchase		8,070		6.5350 GBP
ORD		Purchase		9,237		6.5014 GBP
ORD		Purchase		12,923		6.5224 GBP
ORD		Purchase		13,051		6.5029 GBP
ORD		Purchase		18,184		6.4950 GBP
ORD		Purchase		19,133		6.5155 GBP
ORD		Purchase		25,240		6.5063 GBP
ORD		Purchase		25,437		6.5044 GBP
ORD		Sale		456		6.5275 GBP
ORD		Sale		507		6.5550 GBP
ORD		Sale		717		6.5600 GBP
ORD		Sale		978		6.5050 GBP
ORD		Sale		1,420		6.4900 GBP
ORD		Sale		1,466		6.4970 GBP
ORD		Sale		1,504		6.5200 GBP
ORD		Sale		1,511		6.5129 GBP
ORD		Sale		1,560		6.5450 GBP
ORD		Sale		1,677		6.5100 GBP
ORD		Sale		1,784		6.5300 GBP
ORD		Sale		1,993		6.5500 GBP
ORD		Sale		1,998		6.5150 GBP
ORD		Sale		2,211		6.5400 GBP
ORD		Sale		2,800		6.4979 GBP
ORD		Sale		3,381		6.5096 GBP
ORD		Sale		3,475		6.4800 GBP
ORD		Sale		3,686		6.5105 GBP
ORD		Sale		4,431		6.5250 GBP
ORD		Sale		5,456		6.5085 GBP
ORD		Sale		7,589		6.5035 GBP
ORD		Sale		7,730		6.5093 GBP
ORD		Sale		9,172		6.5296 GBP
ORD		Sale		12,443		6.5021 GBP
ORD		Sale		16,482		6.4950 GBP
ORD		Sale		23,897		6.5119 GBP

(b) Cash-settled derivative transactions

Class of	Â	Product	Â	Nature of dealing	Â	Number of	Â	Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
ORD		SWAP		Long		2,800		6.4979 GBP
ORD		CFD		Long		24,336		6.5239 GBP
ORD		SWAP		Short		5		6.5100 GBP
ORD		CFD		Short		3,469		6.5132 GBP
ORD		CFD		Short		8,070		6.5357 GBP

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

(i) Writing, selling, purchasing or varying

Class of relevant security

Â

Product description e.g. call option

Â

Writing, purchasing, selling, varying etc.

Â

Number of securities to which option relates

Â

Exercise price per unit

Â

Type e.g. American, European etc.

Â

Expiry date

Â

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Â

Product description e.g. call option

Â

Exercising/ exercised against

Â

Number of securities

Â

Exercise price per unit

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

Class of relevant security

Â

Nature of dealing e.g. subscription, conversion

Â

Details

Â

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 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?	Â	NO
Date of disclosure:		7 Jan 2015
Contact name:		Sushil Vashisht
Telephone number:		020 7773 0744

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.