Understanding the Disclosure

Form 8.3 filings are mandatory public disclosures for any person or entity with an interest in relevant securities representing 1% or more of an offeror or offeree company during a potential or ongoing takeover situation. The UK Takeover Panel enforces these regulations to enhance transparency in the capital markets, especially during mergers and acquisitions (M&A) activity affecting listed firms.

In this case, Natixis filed its disclosure with respect to Aviva plc (LSE: AV.), a leading British multinational insurance and asset management company. The disclosure is dated June 27, 2025, and was formally submitted on June 30, 2025. Natixis also indicated that its positions extend to Direct Line Insurance Group plc—underscoring the interconnectedness of participants in the UK insurance sector.

Natixis’s Positions in Detail

The disclosure captures Natixis’s exposure through both direct equity holdings and derivative instruments:

• Relevant Securities Owned and/or Controlled: 878,345 shares (0.03%) held long, and 4,248,140 shares (0.15%) short.
• Cash-Settled Derivatives: Long position equivalent to 4,248,140 shares (0.15%) and short position for 878,345 shares (0.03%)—indicating sophisticated hedging and trading strategies.
• Total Interest and Short Position: Both total long and short interests stand at 5,126,485 shares, representing approximately 0.19% of Aviva’s issued ordinary share capital each.

Additionally, on June 27, 2025, Natixis executed a purchase of 3,543 ordinary shares in Aviva at a price of GBX 621.20 per share and increased its short futures position by the same number and price—demonstrating active trading around the security.

Context: Aviva plc and Market Activity

Aviva plc, founded in 2000 through the merger of Norwich Union and CGU, is the UK’s largest general insurer and a top-three life insurer. The group reported strong financial performance in its recent quarterly results: for Q1 2025, Aviva announced a 13% increase in group sales to £12.6 billion and continued growth in its core life, general insurance, and asset management businesses.

The UK insurance sector has seen sustained M&A speculation in 2024-2025, with heightened interest from private equity and European insurers targeting strategic British assets. Aviva has been at the center of rumors involving possible approaches from European rivals and buyout funds, although no formal bids have materialized so far. In September 2024, Aviva’s CEO reaffirmed the company’s ambition to deliver shareholder value through disciplined growth, capital returns, and selective portfolio optimization.

Against this backdrop, the filing by Natixis reflects both opportunistic trading and a desire to maintain transparency regarding positions during a period of market sensitivity. The presence of both long and short positions indicates confidence in capturing returns irrespective of short-term price direction—a hallmark of institutional investors’ active strategies.

The UK Takeover Code and Shareholder Transparency

The UK Takeover Code, overseen by the independent Takeover Panel, governs the conduct of takeovers and mergers involving public companies in the UK. Rule 8.3 in particular plays an essential role during bid periods, requiring timely disclosure of positions by parties holding 1% or more in a company subject to the Code. Such transparency helps level the playing field for all market participants, preventing hidden accumulation of stakes and safeguarding the interests of retail and institutional investors alike.

Non-compliance with these disclosure obligations can attract regulatory scrutiny and reputational risk for investment firms. Notably, the Code has recently been updated in response to evolving trading practices, including derivatives and new market instruments, expanding the scope of disclosure requirements for asset managers, banks, and alternative investment funds.

Wider Implications for UK Capital Markets

Natixis’s disclosure is part of a broader trend in the UK and European capital markets where institutional stakeholders are more frequently adjusting positions in response to corporate events and M&A rumors. In 2024-2025, the UK M&A market has been robust—deal values reached over £300 billion in the 12 months through June 2025, according to Refinitiv. The insurance and financial services sectors account for a significant portion of this activity, underlining their strategic appeal to both domestic and global investors.

Market participants are also navigating changing regulatory standards and increased stakeholder scrutiny regarding ESG (Environmental, Social, and Governance) issues and stewardship responsibilities. Aviva itself has maintained a leading position on ESG integration, which continues to draw both long-term institutional backing and activist interest.

About Natixis

Natixis, part of the Groupe BPCE (the second-largest banking group in France), is a key player in global capital markets, asset management, and corporate banking. The bank has been prominent in European equities, fixed income, and merger-related activities, serving institutional clients across continents. Its proactive disclosure practices reflect regulatory expectations as well as its own risk and reputation management priorities.

Conclusion and Outlook

Natixis’s Form 8.3 filing regarding Aviva plc exemplifies the transparency and regulatory compliance required in the modern UK market, especially during periods rife with corporate transactions. As Aviva progresses through a pivotal period in its strategic evolution—and as the UK maintains its standing as a top M&A destination—market observers will remain alert to further disclosures, shareholding changes, and takeover developments within the sector.

For more information about rules on UK M&A disclosure, see the UK Takeover Panel’s website: www.thetakeoverpanel.org.uk.

Contact: Florence de Queylar, Natixis SA, Tel: +33 1 58 19 40 93