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TIDMRSA 
 
 

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) Identity of the person                 York Capital Management 
whose positions/dealings                   Global Advisors, LLC 
are being  disclosed: 
(b) Owner or controller 
of interests and short 
positions  disclosed, if 
different from 1(a): 
The naming of nominee or vehicle 
companies is insufficient 
(c) Name of offeror/offeree                RSA Insurance Group PLC 
in relation to whose 
relevant  securities this form relates: 
Use a separate form for 
each offeror/offeree 
(d) If an exempt fund manager connected 
with an offeror/offeree, 
state this and specify identity 
of offeror/offeree: 
(e) Date position held/dealing             29 July 2015 
undertaken: 
(f) Has the discloser previously           No 
disclosed, 
or are they today  disclosing, 
under the Code in respect of any 
other party to this  offer? 
 
 

2.POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:     Ordinary Shares 0.1 pence 
                                (ISIN: GB00BKKMKR23) 
                                Interests          Short positions 
                                Number      %      Number  % 
(1) Relevant securities owned 
and/or controlled: 
(2) Derivatives (other          29,237,039  2.87% 
than options): 
(3) Options and agreements 
to purchase/DEALING: 
TOTAL:                          29,237,039  2.87% 
 
 

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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 executive options)

 
Class of relevant security in relation 
to which subscription  right exists: 
Details, including nature of the rights 
concerned and relevant  percentages: 
 
 

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.

3.DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a)Purchases and sales

 
Class of relevant  Purchase/DEALING Number of securities Price per unit 
security 
 
 

(b)Derivatives transactions (other than options)

 
Class of relevant   Product      Nature of            Number of reference  Price per unit 
security            description  dealing              securities 
                    e.g. CFD     e.g. 
                                 opening/closing 
                                 a long/short 
                                 position, 
                                 increasing/reducing 
                                 a long/short 
                                 position 
Ordinary shares     CFD          Increasing           246,441              5.06 GBP 
                                 a long 
                                 position 
Ordinary shares     CFD          Increasing           7,054                5.06 GBP 
                                 a long 
                                 position 
 
 

(c)Options transactions in respect of existing securities

(i)Writing, selling, purchasing or varying

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

(ii)Exercising

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

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

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

The currency of all prices and other monetary amounts should be stated.

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.

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: 
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:   30 July 2015 
Contact name:         James Murray 
Telephone number:     (212) 300-1306 
 
 

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 monitoring@disclosure.org.uk.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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