TIDMRSAB TIDM94OG TIDM950G TIDMBS69 TIDM60NW
RNS Number : 4882A
RSA Insurance Group Limited
24 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS)
OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
RSA Insurance Group Limited
24 May 2023
RSA INSURANCE GROUP LIMITED ANNOUNCES TER OFFER TO PURCHASE ITS
OUTSTANDING GBP400,000,000 FIXED RATE RESET GUARANTEED SUBORDINATED
NOTES DUE 2045
Invitation to Tender for purchase for Cash
by RSA INSURANCE GROUP LIMITED
(a private limited company incorporated in England and
Wales)
to the holders of its outstanding
GBP400,000,000 Fixed Rate Reset Guaranteed Subordinated Notes
due 2045
(the "Notes", the holders of which being the "Noteholders")
on the terms and subject to the conditions set out in full in
the Tender Offer Memorandum dated 24 May 2023 (the "Tender Offer
Memorandum")
RSA Insurance Group Limited ("RSA" or the "Company") has today
invited Noteholders to tender their Notes for purchase by or on
behalf of the Company for cash (the "Offer") subject to certain
offer restrictions as contained in the section "Offer and
Distribution Restrictions" of the Tender Offer Memorandum. The
Offer is made on the terms of, and subject to the conditions
contained in, the Tender Offer Memorandum, copies of which may be
obtained by Noteholders, subject to certain distribution
restrictions, from Kroll Issuer Services Limited (the "Tender
Agent"). Capitalised terms used but not defined herein have the
meanings given to them in the Tender Offer Memorandum.
The purpose of the Offer is to optimise the capital structure of
the Group.
The following table sets forth certain details of the Offer:
Description ISIN / Outstanding First Benchmark Purchase Amount subject
of the Notes Common Code nominal Call Date Security Spread to the Offer
amount
------------------ ------------- --------------- ----------- ---------------------- --------- ---------------
GBP400,000,000 XS1120081283 GBP160,000,000 10 October UKT 2% 09/25 200 bps Any and all
Fixed Rate / 112008128 2025 (ISIN: GB00BTHH2R79)
Reset Guaranteed
Subordinated
Notes due
2045
Noteholders should consult the Tender Offer Memorandum for more
details of the Offer. The following is a brief summary of certain
terms of the Offer only:
-- Expiration Deadline: 4.00 p.m. (London time) on 1 June 2023,
unless extended, re-opened, amended or terminated or unless any
condition is waived as provided in the Tender Offer Memorandum.
-- Purchase Price: the Company will pay for any Notes validly
tendered and accepted for purchase by it pursuant to the Offer a
purchase price for such Notes (the "Purchase Price") to be
determined at or around the Price Determination Time in the manner
described in the Tender Offer Memorandum by reference to the
annualised sum (such sum, the "Purchase Yield") of (i) the purchase
spread of 200 bps (the "Purchase Spread") and (ii) the Benchmark
Security Rate. The Purchase Price for the Notes will be determined
by Citigroup Global Markets Limited and HSBC Bank plc (the "Dealer
Managers") in accordance with market convention, and is intended to
reflect a yield to the first call date of the Notes (being 10
October 2025) on the Settlement Date based on the Purchase Yield
expressed as a percentage and rounded to the third decimal place,
with 0.0005 being rounded upwards. Specifically, the Purchase Price
for the Notes will equal (a) the value of all remaining payments of
nominal and interest on the Notes up to and including 10 October
2025 (assuming all outstanding Notes were redeemed at their nominal
amount on such date), discounted to the Settlement Date at a
discount rate equal to the Purchase Yield, minus (b) Accrued
Interest.
-- Accrued Interest: In addition to the Purchase Price, the
Company will also pay Accrued Interest in respect of Notes accepted
for purchase pursuant to the Offer (the "Accrued Interest
Payment").
-- Withdrawal Rights: Tender Instructions are irrevocable except
in the limited circumstances described in the Tender Offer
Memorandum.
Acceptance and No Scaling
If the Company decides to accept any valid tenders of Notes for
purchase pursuant to the Offer, the Company will accept for
purchase all Notes that are validly tendered in full, with no pro
rata scaling.
Indicative Offer Timetable
The following table sets out the expected dates and times of the
key events relating to the Offer. This is an indicative timetable
and is subject to change. All times are London time, unless
otherwise stated.
Date and time Event
(All times
are London
time)
On 24 May 2023 Launch Date
Offer announced and Tender Offer Memorandum
available from the Tender Agent and on the
Offer Website (subject to the restrictions
set out in "Offer and Distribution Restrictions").
----------------------------------------------------
4 p.m. on 1 Expiration Deadline
June 2023 Deadline for receipt by the Tender Agent
of all Tender Instructions
----------------------------------------------------
At or around Price Determination Time
1.00 p.m. on Determination of the Benchmark Security
2 June 2023 Rate, Purchase Yield and Purchase Price.
----------------------------------------------------
As soon as Announcement of Acceptance and Results
reasonably Announcement by the Company of whether it
practicable will accept for purchase Notes validly tendered
after the Price in the Offer and, if so accepted:
Determination (i) the aggregate nominal amount of Notes
Time accepted for purchase pursuant to the Offer;
and
(ii) the Benchmark Security Rate, Purchase
Yield, Purchase Price and Accrued Interest
.
----------------------------------------------------
6 June 2023 Settlement Date
Expected date for the payment of the Purchase
Price and the Accrued Interest Payment in
respect of the Notes accepted for purchase.
----------------------------------------------------
The above dates and times are subject, where applicable, to the
right of the Company to extend, re-open, amend, waive any condition
of and/or terminate the Offer. Noteholders are advised to check
with any bank, securities broker or other intermediary through
which they hold Notes whether such intermediary would require to
receive instructions to participate in the Offer before the
deadlines specified above.
The deadlines set by each Clearing System and instructions for
the submission of Tender Instructions will also be earlier than the
relevant deadlines above.
For further information, please contact:
THE DEALER MANAGERS
Citigroup Global Markets Limited HSBC Bank plc
Citigroup Centre 8 Canada Square
Canada Square London E14 5HQ
Canary Wharf United Kingdom
London E14 5LB
Telephone: +44 (0)20 7992
Telephone: +44 (0) 20 7986 8969 6237
Attention: Liability Management Attention: Liability Management,
Group DCM
Email: liabilitymanagement.europe@citi.com Email:
LM_EMEA@hsbc.com
THE TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Owen Morris
Telephone: +44 20 7704 0880
Email: rsa@is.kroll.com
Website: https://deals.is.kroll.com/rsa
DISCLAIMER
This announcement is released by the Company and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Lorna Youssouf, Deputy Company Secretary of the Offeror.
This announcement must be read in conjunction with the Tender
Offer Memorandum. The Tender Offer Memorandum contains important
information which must be read carefully before any decision is
made with respect to the Offer described in this announcement. If
any Noteholder is in any doubt as to the action it should take, it
is recommended to seek its own legal, tax and financial advice,
including as to any tax consequences, from its stockbroker, bank
manager, counsel, accountant or other independent financial
adviser. Noteholders whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to participate in the Offer.
None of the Company, Royal & Sun Alliance Insurance Limited
(the "Guarantor"), the Dealer Managers, the Tender Agent or any of
their respective affiliates, makes any recommendation as to whether
or not any Noteholder should tender Notes held by them pursuant to
the Offer.
This announcement and the Tender Offer Memorandum do not
constitute an offer or an invitation to participate in the Offer in
the United States or in any other jurisdiction in which, or to any
person to or from whom, it is unlawful to make such offer or
invitation or for there to be such participation under applicable
securities laws.
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by the Company, the Guarantor,
the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions. If any recipient of
this announcement or the Tender Offer Memorandum is in any doubt as
to the contents hereof or the action it should take, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
tax or legal adviser.
OFFER AND DISTRIBUTION RESTRICTIONS
France
This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer have only been and shall
only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this
announcement nor the Tender Offer Memorandum has been submitted or
will be submitted for clearance to, nor approved by, the Autorit é
des March é s Financiers .
Italy
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer have been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations.
The Offer is being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended.
Noteholders located in the Republic of Italy can tender Notes
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended
from time to time, and Legislative Decree No. 385 of 1 September,
1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with all applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
United Kingdom
The communication of this announcement, the communication of the
Tender Offer Memorandum and any other documents or materials
relating to the Offer in respect of the Notes is not being made and
such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended. Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom, and
are only for circulation to persons outside the United Kingdom or
to persons within the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order")), or within Article 43(2) of the Order, or
within Article 49(2)(a) to (d) of the Order, or to other persons to
whom it may lawfully be communicated in accordance with the
Order.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by, or by any person acting for the account or benefit of, a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Each Noteholder participating in the Offer will represent that
it is not located in the United States and is not participating in
such Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in such Offer
from the United States. For the purposes of this and the above
paragraph, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Belgium
The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as
a consumer within the meaning of Article I.1 of the Belgian Code of
Economic Law, as amended from time to time (a "Belgian Consumer")
and none of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer have been or
shall be distributed, directly or indirectly, in Belgium to Belgian
Consumers.
General
This announcement and the Tender Offer Memorandum, and the
electronic transmission thereof, do not constitute an offer to buy
or a solicitation of an offer to sell Notes, and tenders of Notes
in the Offer will not be accepted from Noteholders, in any
jurisdiction in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and
either of the Dealer Managers or any of their respective affiliates
is such a licensed broker or dealer in such jurisdictions, the
Offer shall be deemed to be made on behalf of the Company by such
Dealer Manager or such affiliate, as the case may be, and no Offer
is made in any such jurisdiction where either of the Dealer
Managers or their respective affiliate is not so licensed.
This information is provided by RNS, the news service of the
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END
TENUSSNROBUVURR
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