NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN CANADA, ITALY, SOUTH AFRICA OR THE UNITED
STATES, 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 AND THE
DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION 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.
12 June 2024
RSA Insurance Group
Limited
(a private limited company incorporated
in England and Wales with registered number
02339826)
NOTICE OF INVITATIONS TO HOLDERS TO
TENDER FOR PURCHASE FOR CASH AND TO VOTE ON RESOLUTIONS IN RELATION
TO THE REDUCTION OF CAPITAL IN RESPECT OF THE OUTSTANDING
£125,000,000 7.375 PER CENT. CUMULATIVE IRREDEEMABLE PREFERENCE
SHARES ISSUED BY RSA INSURANCE GROUP LIMITED AND, IN THE EVENT THE
RESOLUTIONS ARE PASSED AND THE REDUCTION OF CAPITAL IS IMPLEMENTED,
NOTICE OF INTENTION TO CANCEL LISTING
2283485 Alberta Ltd. (the
"Offeror") has today
invited eligible holders of the £125,000,000 7.375 per cent.
cumulative irredeemable preference shares of RSA Insurance Group
Limited (the "Issuer") (the
"Preference Shares") to
tender any and all of their Preference Shares for purchase by the
Offeror for cash subject to certain offer restrictions as contained
in the section "Offer and
Distribution Restrictions" of the tender offer memorandum
dated 12 June 2024 (the "Tender Offer Memorandum") (the
"Tender Offer").
The Tender 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 Preference
Shareholders, subject to certain distribution restrictions set out
below and as more fully described in the Tender Offer Memorandum,
from Equiniti Limited (the "Receiving Agent") and at https://www.dfkingltd.com/RSA.
This announcement is to be read together with
the Tender Offer Memorandum and the circular to the shareholders of
the Issuer dated 12 June 2024 (the "Shareholder Circular") in respect of a
general meeting of the Issuer to consider and, if thought fit, pass
special resolutions (the "Resolutions") proposing (i) the
cancellation of all the Preference Shares (the "Preference Share Cancellation") and
(ii) the cancellation of the Issuer's share premium account (the
"Share Premium
Cancellation", and together with the Preference Share
Cancellation, the "Reduction of
Capital").
A copy of the Shareholder Circular
will also be submitted to the National Storage Mechanism and will
shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used but not defined herein
have the meanings given to them in the Tender Offer
Memorandum.
TENDER
OFFER
Pursuant to the Tender Offer, the Offeror
invites, subject to the offer and distribution restrictions
referred to below and in the section of the Tender Offer Memorandum
entitled "Offer and Distribution
Restrictions", all Preference Shareholders to tender their
Preference Shares for purchase by the Offeror for cash. The
following table sets out certain details of the Tender
Offer:
|
Securities
|
ISIN
|
Outstanding nominal
amount
|
Tender Offer
Consideration
|
Amount subject to the Tender
Offer
|
|
Preference Shares
|
GB0008631391
|
£125,000,000
|
The Tender Offer Price
(122% or
£1.22 per Preference Share)
plus
the Accrued Dividend Amount
|
Any and
all
|
The Tender Offer Consideration comprises a cash
amount equal to 122 per cent. or £1.22 for each Preference Share
purchased pursuant to the Tender Offer (the "Tender Offer Price") and the Accrued
Dividend Amount (as defined below). The Tender Offer Price has been
calculated to include a premium above the prevailing quoted
mid-market price for the Preference Shares on the London Stock
Exchange (on a 'clean price' basis) (as set out in more detail in
Question (8) of the section of the Tender Offer Memorandum entitled
"Questions and Answers about the
Tender Offer and the Resolutions"). The Accrued
Dividend Amount is an amount equal to arrears (if any) and accruals
of the dividends payable in accordance with the Terms
calculated up to and including the Settlement Date in respect of
the relevant Preference Shares (the "Accrued Dividend Amount", and together
with the Tender Offer Price, the "Tender Offer Consideration") as further
described in the Tender Offer Memorandum.
The Offeror is not under any obligation to
accept, and shall have no liability to any person for
non-acceptance of, any tender of Preference Shares for purchase
pursuant to the Tender Offer. Please see the section of the Tender
Offer Memorandum entitled "Terms
and Conditions of the Tender Offer" for more information
regarding the Tender Offer.
REDUCTION OF
CAPITAL
In parallel with the Tender Offer, the Issuer is
convening a general meeting (the "General Meeting") to vote on the
Resolutions which, if passed, will allow the Issuer to cancel all
of the Preference Shares and implement the return of capital to
Preference Shareholders in a cash amount equal to 122 per cent., or
£1.22 for each Preference Share (the "Cancellation Price"), plus the Accrued
Dividend Amount (together with the Cancellation Price, the
"Cancellation Amount"). The
Cancellation Price will be equal to the Tender Offer
Price.
Implementation of the Reduction of Capital is
also subject to final approval by the Prudential Regulation
Authority (the "PRA"). The
Issuer expects to receive such final approval from the PRA upon the
passing of the Resolutions.
If the Resolutions are passed at the General
Meeting and the Reduction of Capital is implemented, the Offeror
will not purchase any Preference Shares pursuant to the Tender
Offer. Instead, all tendered Preference Shares (together with all
other Preference Shares) will be cancelled by the Issuer pursuant
to the Reduction of Capital, the Preference Shareholders will
receive the Cancellation Amount and the Voting Fee (if applicable)
on the Settlement Date, and the Issuer will arrange for the listing
of the Preference Shares on the Official List of the United Kingdom
Financial Conduct Authority and the admission of the Preference
Shares to trading on the Main Market of the London Stock Exchange
plc to be cancelled. The Cancellation Price will be equal to the
Tender Offer Price. For the avoidance of doubt, in no circumstances
will a Preference Shareholder receive both the Tender Offer
Consideration and the Cancellation Amount.
For further information on the General Meeting,
the Resolutions and the proposed Reduction of Capital, see
the Tender Offer Memorandum and the
Shareholder Circular.
RATIONALE FOR
THE TENDER OFFER AND THE GENERAL MEETING
The Offeror is conducting the Tender Offer, and
the Issuer is convening the General Meeting, as part of the process
to manage the Issuer's capital structure, to achieve, among other
things, a removal of perpetual instruments that will lose their
regulatory capital eligibility in 2026, while also providing
liquidity to Preference Shareholders. See Question
(7) in the section of the Tender Offer
Memorandum entitled "Questions
and Answers about the Tender Offer and the Resolutions" for
further information.
VOTING BY WAY
OF TENDER INSTRUCTION
The submission by or on behalf of a Preference
Shareholder of a Tender Instruction (as defined in the Tender Offer
Memorandum) pursuant to the Tender Offer will automatically include
such Preference Shareholder's instructions to appoint the Chair as
its proxy to attend the General Meeting and vote in respect of such
tendered Preference Shares in favour of the Resolutions. For
further information, see the section of the Tender Offer Memorandum
entitled "Terms and Conditions of
the Tender Offer - Voting by way of Tender
Instruction".
VOTING
FEE
In addition to the Cancellation Amount, if the
Resolutions are passed and the Reduction of Capital is implemented,
Preference Shareholders will be eligible to receive a Voting Fee in
the following circumstances: any Preference
Shareholder who either (a) validly tenders its Preference Shares
for purchase pursuant to the Tender Offer by the Retail Expiration
Deadline in respect of Retail Investors or the Institutional
Expiration Deadline in respect of Institutional Investors or (b)
submits a Voting Only Instruction (Option 2) by the Proxy Deadline
in accordance with the procedures set out in the Shareholder
Circular (regardless of whether the votes are in favour or
against), will be eligible to receive the voting fee (the
"Voting Fee") of 2.00 per
cent., or £0.02 for each Preference Share validly tendered or in
respect of which such Voting Only Instruction (Option 2) are
submitted. A Preference
Shareholder participating in the General Meeting by any other means
shall NOT be entitled to the Voting Fee.
If the Resolutions are not passed at the General
Meeting, the Offeror may still accept valid tenders of Preference
Shares pursuant to the Tender Offer, as further described herein.
For the avoidance of doubt, no Voting Fee will be paid to any
Preference Shareholders in this event.
SUMMARY OF
OPTIONS AND POTENTIAL OUTCOMES FOR PREFERENCE
SHAREHOLDERS
YOU HAVE THE OPTION TO (A) TENDER YOUR PREFERENCE SHARES FOR
PURCHASE (AND AUTOMATICALLY APPOINT THE CHAIR AS YOUR PROXY TO VOTE
IN FAVOUR OF THE PROPOSED RESOLUTIONS) OR (B) ATTEND AND/OR VOTE ON THE PROPOSED
RESOLUTIONS WITHOUT TENDERING YOUR PREFERENCE SHARES FOR PURCHASE
OR (C) TAKE NO
ACTION.
TO ASSIST WITH YOUR DECISION, A SUMMARY OF THE
POTENTIAL OUTCOMES IS SET OUT BELOW.
IF THE RESOLUTIONS ARE PASSED AND THE REDUCTION
OF CAPITAL IS IMPLEMENTED
THEN YOU WILL RECEIVE:
|
DID YOU
VOTE?
(either
by tendering your Preference Shares in the Tender
Offer1, or by otherwise appointing the Chair as your
proxy to vote on your behalf under the Voting Only Instruction
(Option 2)2)
|
CANCELLATION
AMOUNT3
|
VOTING
FEE4
|
|
(expressed as a
percentage)
|
(expressed as an
amount)
|
(expressed as a
percentage)
|
(expressed as an
amount)
|
|
YES
|
The
Cancellation Price (122%)
plus
the Accrued Dividend Amount
|
The
Cancellation Price (£1.22 per Preference Share)
plus
the Accrued Dividend Amount
|
2.00%
|
£0.02 per
Preference Share
|
|
NO
|
The
Cancellation Price (122%)
plus
the Accrued Dividend Amount
|
The
Cancellation Price( £1.22 per Preference Share)
plus
the Accrued Dividend Amount
|
0.00%
|
£0 per
Preference Share
|
1
If you tender your Preference Shares in the Tender
Offer you will automatically appoint the Chair as your proxy to
vote in favour of the Resolutions.
2
To appoint the Chair as your proxy to vote in respect of the
Resolutions without
tendering your Preference Shares, you should submit a Voting Only
Instruction (Option 2) (as defined below) in accordance with the
procedures set out in the Shareholder Circular.
3
The Cancellation Amount comprises the Cancellation Price and the
Accrued Dividend Amount. The Cancellation Amount will be paid in
respect of all Preference
Shares, including such Preference Shares validly tendered in the
Tender Offer. The Cancellation Price is the same price as the
Tender Offer Price, as further described herein. For the avoidance
of doubt, in no circumstances will a Preference Shareholder receive
both the Tender Offer Consideration and the Cancellation
Amount.
4
Preference Shareholders who attend the General Meeting in person
or via the Virtual Meeting Platform or appoint someone other
than the Chair as their proxy or appoint the Chair as their proxy
to attend the General Meeting but withhold its vote will not
receive the Voting Fee.
IF THE RESOLUTIONS ARE NOT PASSED AND THE
REDUCTION OF CAPITAL IS
NOT IMPLEMENTED, THEN,
PROVIDED THE OFFEROR ACCEPTS THE TENDERED PREFERENCE SHARES, YOU
WILL RECEIVE:
|
DID YOU
TENDER?
|
TENDER OFFER
CONSIDERATION1
|
VOTING FEE
|
|
(expressed as a
percentage)
|
(expressed as an
amount)
|
|
YES
|
The
Tender Offer Price (122%)
plus
the Accrued Dividend Amount
|
The
Tender Offer Price (£1.22 per Preference Share)
plus
the Accrued Dividend Amount
|
No Voting Fee will be
paid.
|
|
NO
|
Not
Applicable. Preference Shareholders who do not participate in the
Tender Offer, or whose Preference Shares are not accepted for
purchase by the Offeror, will not have their Preference Shares
purchased by the Offeror pursuant to the Tender Offer.
|
1
The Tender Offer Consideration comprises the
Tender Offer Price and the Accrued Dividend Amount. The Tender
Offer Consideration will be paid in respect of Preference Shares
validly tendered in the Tender Offer and accepted for purchase. The
Tender Offer Price is the same as the Cancellation Price, as
further discussed herein. For the avoidance of doubt, in no
circumstances will a Preference Shareholder receive both the Tender
Offer Consideration and the Cancellation Amount.
HOW TO
PARTICIPATE IN THE TENDER OFFER
The procedures for participating in the Tender
Offer differ for Preference Shareholders who hold their Preference
Shares in CREST and Preference Shareholders who hold their
Preference Shareholders in certificated form outside CREST. For
further information and instructions on participating in the Tender
Offer, please see the section of the Tender Offer Memorandum
entitled "Procedures for
Participating in the Tender Offer and the General
Meeting".
A Preference Shareholder who does not wish to
participate in the Tender Offer or the General Meeting does not
need to take any action. However, if the Resolutions are passed at
the General Meeting and the Reduction of Capital is implemented,
all Preference Shares will be cancelled. Therefore, Preference
Shareholders are urged to read the Tender Offer Memorandum along
with the Shareholder Circular carefully before deciding whether or
not to participate in the Tender Offer or vote in the General
Meeting.
Preference
Shareholders may not submit both a Tender Instruction and a Voting
Only Instruction (Option 2) or Voting Only Instruction (Option 3)
in respect of the same Preference Shares. See the
section of the Tender Offer Memorandum entitled "Terms and Conditions of the Tender Offer -
Multiple or conflicting offers" for more
information.
Before making
any decisions in respect of the Tender Offer, Preference
Shareholders should carefully consider all of the information
contained in the Tender Offer Memorandum, including the section
entitled "Risk Factors and Other
Considerations".
THE TENDER OFFER WILL COMMENCE ON 12 JUNE 2024 AND WILL
EXPIRE AT (1) 4.00 P.M. (UK TIME) ON 19 JUNE 2024 IN RELATION
TO INSTITUTIONAL INVESTORS AND (2) 1.00 P.M. (UK TIME) ON 10 JULY
2024 IN RELATION TO RETAIL INVESTORS, IN EACH CASE, UNLESS AMENDED,
EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE AND
ABSOLUTE DISCRETION OF THE OFFEROR.
TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN
EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER
MEMORANDUM UNDER THE HEADING "AMENDMENT AND TERMINATION" IN THE
TENDER OFFER MEMORANDUM.
ANY PREFERENCE SHAREHOLDER WHO DOES NOT WISH TO PARTICIPATE
IN THE TENDER OFFER BUT WHO WISHES TO BE ELIGIBLE TO RECEIVE THE
VOTING FEE MUST VALIDLY SUBMIT A VOTING ONLY INSTRUCTION (OPTION 2)
BY 9.00 A.M. (UK TIME) ON 16 JULY 2024.
EXPECTED TIMETABLE
The Offeror and the
Issuer currently expect the Tender Offer, the General Meeting and,
if the Resolutions are passed, the Reduction of Capital to proceed
on the timetable below. However, the times and dates below are
indicative only, and subject to change. The Offeror and the Issuer
will announce any changes to the timetable.
|
Events
|
Expected Times and Dates
(All times are UK time)
|
|
Commencement of the
Tender Offer and Notice of General Meeting
|
12 June 2024
|
|
Announcement of the Tender Offer and the General
Meeting by way of announcements via RNS and on the relevant
Notifying News Service and made available to Preference
Shareholders on https://www.dfkingltd.com/RSA
(subject to the offer and distribution restrictions set out in
"Offer and Distribution
Restrictions").
Tender Offer Memorandum made available to eligible
Preference Shareholders on https://www.dfkingltd.com/RSA
(subject to the offer and distribution restrictions set out in
"Offer and Distribution
Restrictions").
|
|
|
Shareholder Circular (including the Notice of General
Meeting) and Paper Instruction Form to be dispatched to
Shareholders. The Shareholder Circular will also be made available
to Shareholders on https://www.dfkingltd.com/RSA.
|
|
|
Institutional
Expiration Deadline
|
4.00 p.m. on 19 June
2024
|
|
Final deadline for receipt by the Receiving Agent of
Tender Instructions from Institutional Investors to be eligible to
receive the Tender Offer Consideration, if such Preference Shares
are accepted for purchase by the Offeror.
|
|
|
Interim
Institutional Investors Tender Participation
Announcement
Announcement of the percentage of Preference Shares
validly tendered by Institutional Investors prior to the
Institutional Expiration Deadline.
|
20 June 2024
|
|
Retail Expiration
Deadline
Final deadline for receipt by the Receiving Agent of
Tender Instructions from Retail Investors to be eligible to receive
the Tender Offer Consideration, if such Preference Shares are
accepted for purchase by the Offeror.
|
1.00 p.m. on 10 July
2024
|
|
Tender Offer Record
Time
Record time to determine holdings for valid
participation in the Tender Offer.
|
6.00 p.m. on 10 July
2024
|
|
Tender Participation
Announcement
Announcement of the percentage of Preference Shares
validly tendered pursuant to the Tender Offer.
|
11 July 2024
|
|
Voting Record
Time
Record time to determine holdings for valid
participation at the General Meeting.
|
6.30 p.m. on 12 July
2024
|
|
Proxy
Deadline
Final deadline for receipt by the Receiving Agent of a
Voting Only Instruction (Option 2) or Voting Only Instruction
(Option 3) from Preference Shareholders.
|
9.00 a.m. on 16 July
2024
|
|
General
Meeting
Date on which the General Meeting will take place to
consider and, if thought fit, pass the Resolutions.
|
9.00 a.m. on 16 July
2024
|
|
Results
Announcement
|
16 July 2024
|
|
Announcement of:
(A) whether the Resolutions were passed at the
General Meeting and:
(i)
if passed, whether the Reduction of Capital will be implemented,
and (if so) confirmation of the Cancellation Date and the
Settlement Date;
(ii) if
not passed, the results of the Tender Offer, including announcement
of (a) the percentage of Preference Shares validly tendered prior
to the Relevant Expiration Deadline; (b) whether the Offeror
accepts for purchase any validly tendered Preference Shares and, if
so, the number of Preference Shares so accepted for purchase
pursuant to the Tender Offer, and confirmation of the Settlement
Date; and (c) the aggregate percentage of Preference Shares that
will be owned by the Offeror following the Settlement Date; and
(B) the total amount (being the Cancellation
Amount plus (for the eligible Preference Shareholders) the Voting
Fee, or the Tender Offer Consideration, as applicable) payable in
respect of each Preference Share to be cancelled by the Issuer
pursuant to the Preference Share Cancellation or purchased by the
Offeror pursuant to the Tender Offer, as applicable, and paid to
Preference Shareholders on the Settlement Date and a breakdown
thereof.
|
|
|
Last day of dealings
in, and registration of transfer of, and disablement in CREST of,
the Preference Shares, if applicable
|
17 July 2024
|
|
If the Resolutions are passed and the Reduction of
Capital implemented, this will be the last date on which the
Preference Shares will be traded on the Main Market of London Stock
Exchange.
|
|
|
Suspension of
listing, if applicable
The expected time on which the Preference Shares will
be suspended from trading on the Main Market of London Stock
Exchange if the Resolutions are passed.
|
7.30 a.m. on 18 July
2024
|
|
Cancellation Date, if
applicable
The date on which the cancellation of
the Share Premium and the Preference Shares is expected to take
effect by registration at the Registrar of Companies if the
Resolutions are passed and the Reduction of Capital is
implemented.
|
18 July 2024
|
|
De-listing of the
Preference Shares, if applicable
If the Resolutions are passed and the Reduction of
Capital implemented, the Issuer intends to apply to the FCA and
London Stock Exchange respectively for the listing of the
Preference Shares on the Official List to be cancelled and for the
Preference Shares to cease to be admitted to trading on the Main
Market of the London Stock Exchange.
|
19 July 2024
|
|
Settlement
Date
|
30 July 2024
|
|
If the Resolutions are passed and the Reduction of
Capital is implemented, this is the expected date of payment of the
Cancellation Amount to all Registered Holders and of the Voting Fee
to eligible Registered Holders in the manner set out in the
Shareholder Circular.
Alternatively, if the Resolutions are not passed or
the Reduction of Capital is not implemented, this is the expected
settlement date of the Tender Offer, including payment of the
Tender Offer Consideration to the Registered Holders of such
Preference Shares validly tendered and accepted pursuant to the
Tender Offer by cheque or CREST credit.
|
|
|
|
|
The above times and
dates are indicative only, and subject to the right of the Offeror
to extend, re-open, amend and/or terminate the Tender Offer
(subject to applicable law and as provided in the Tender Offer
Memorandum).
Unless stated otherwise, announcements in
connection with the Tender Offer will be made via RNS. Such
announcements may also be made by (i) the issue of a press release
to a Notifying News Service and (ii) made available to
Preference Shareholders on https://www.dfkingltd.com/RSA
(subject to the offer and distribution restrictions set out in the
section of the Tender Offer Memorandum entitled "Offer and Distribution Restrictions").
Copies of all such announcements, press releases and notices
can also be obtained from the Receiving Agent, the contact details
for whom are set out below. Significant delays may be experienced
where notices are distributed to Preference Shareholders by post
and Preference Shareholders are urged to contact the Receiving
Agent for the relevant announcements relating to the Tender
Offer.
Preference
Shareholders are advised to check with any bank, custodian,
securities broker or other Intermediary through which they hold
their Preference Shares when such Intermediary would need to
receive instructions from a Preference Shareholder in order for
that Preference Shareholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Tender Offer before the
relevant deadline specified in the Tender Offer Memorandum. The
deadline set by any such Intermediary will be earlier than the
relevant deadline specified above.
Preference Shareholders are also advised to ensure
that, where any documents are posted to the Receiving Agent, they
allow sufficient time to ensure receipt of such documents by the
Receiving Agent by the relevant deadline.
FURTHER INFORMATION
The Offeror has retained Jefferies International
Limited to act as structuring agent and together with HSBC Bank plc
to act as dealer managers and solicitation agents with respect to
Institutional Investors only for the Tender Offer (the
"Dealer Managers"),
Equiniti Limited to act as receiving agent and registrar for the
Tender Offer (the "Receiving
Agent") and D.F. King Limited to act as retail information
agent in respect of Intermediaries or advisers acting on behalf of
the Retail Investors for the Tender Offer (the "Retail Information Agent").
As used in this announcement and the Tender
Offer Memorandum:
(i)
"Retail Investor" means a
Preference Shareholder who is not an Institutional Investor (as
defined below). Any Preference Shareholder who is an individual
(rather than a company or other organisation) will be a Retail
Investor. Any Preference Shareholder that is a company or other
organisation and is not sure whether they are a Retail Investor or
an Institutional Investor may contact the Retail Information Agent
for further information, using the contact details below.
(ii) "Institutional Investor" means a
Preference Shareholder that is:
(a) an "eligible counterparty" or a
"professional client", each as defined in Directive 2014/65/EU (as
amended); or
(b) an "eligible counterparty" as defined
in the FCA Handbook Conduct of Business Sourcebook or a
"professional client" as defined in Regulation (EU) No 600/2014 as
it forms part of domestic law of the United Kingdom by virtue of
the EUWA.
Retail
Investors
Retail Investors who have questions or require
technical assistance in connection with the delivery of Tender
Instructions or Voting Only Instructions, or who have other
questions regarding the Tender Offer, should contact the Receiving
Agent using the following contact details:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
United Kingdom
Telephone:
+44 (0)371 384 2911
Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between
8.30 a.m. - 5.30 p.m. Monday to Friday excluding public holidays in
England and Wales. Please note that the Receiving Agent cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training
purposes.
Any Intermediary or adviser that represents Retail
Investors can contact the Retail Information Agent with questions
concerning the Tender Offer, the General Meeting and/or the
Resolutions, using the following contact details:
D. F. King Limited
65 Gresham
Street
London EC2V
7NQ
United
Kingdom
Telephone: +44
(0)207 920 9700
Email:
RSA@dfkingltd.co.uk
Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday to
Friday (excluding public holidays in England and Wales). Calls from
within the UK are charged at the standard geographic rate and will
vary by provider. Calls from outside the UK will be charged at the
applicable international rate. Please note that calls may be
monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Tender Offer or the Reduction
of Capital nor give any financial, legal or tax
advice.
Institutional
Investors
Institutional Investors who have questions or require
technical assistance in connection with the delivery of Tender
Instructions or Voting Only Instructions should contact the
Receiving Agent using the above contact details. Institutional
Investors who have any other questions regarding the Tender Offer
should contact the Dealer Managers using the following contact
details:
|
Jefferies International
Limited
100
Bishopsgate
London EC2N
4JL
United
Kingdom
|
HSBC Bank plc
8 Canada
Square
London E14
5HQ
United
Kingdom
|
|
Telephone: +44
(0)207 029 8000
Attention: Liability
Management
Email:
liabilitymanagement@jefferies.com
|
Telephone: +44 (0)20
7992 6237
Attention: Liability
Management, DCM
Email:
LM_EMEA@hsbc.com
|
If Preference Shareholders have any other questions on
the merits of the Tender Offer and whether it is right for them to
participate, they are recommended to seek their own financial
and/or legal advice, including in respect of any tax consequences
of the Tender Offer, immediately from their broker, solicitor,
accountant or other independent financial, tax, legal or accounting
adviser.
Media enquiries
to: RSA Insurance Group Limited, Oliver Hibberd
(oliver.hibberd@uk.rsagroup.com),
+44 (0) 7917 052 467.
DISCLAIMER
This
announcement is released by the Issuer 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 Tender Offer described
above. For the purposes of UK MAR and the Implementing Technical
Standards, this announcement is made by Paul Bickley, Deputy
Company Secretary of the Issuer.
Company LEI: 549300HOGQ7E0TY86138
This announcement must be read in conjunction
with the Tender Offer Memorandum and the Shareholder Circular. The
Tender Offer Memorandum and the Shareholder Circular contain
important information which must be read carefully before any
decision is made with respect to the Tender Offer or the
participation in the General Meeting described in this
announcement. If any Preference Shareholder 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. Preference Shareholders whose
Preference Shares 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 Tender Offer and/or the General
Meeting. None of the Offeror, the Issuer, the Dealer Managers, the
Receiving Agent or the Retail Information Agent, or any of their
respective affiliates, makes any recommendation as to whether or
not any Preference Shareholder should tender Preference Shares held
by them pursuant to the Tender Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer
Memorandum do not constitute an invitation to participate in the
Tender Offer in any jurisdiction in which, or to any person to or
from whom, it is unlawful to make such 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. In addition,
this announcement and the Tender Offer Memorandum are not for
release, publication or distribution in or into or to any persons
located or resident in Canada, Italy, South Africa or the United
States or to any U.S. person (as defined in Regulation S under the
Securities Act). Persons into whose possession this announcement or
the Tender Offer Memorandum comes are required by each of the
Offeror, the Issuer, the Dealer Managers, the Receiving Agent and
the Retail Information Agent to inform themselves about, and to
observe, any such restrictions.
Preference Shareholders who believe they are
unable to participate in the Tender Offer due to the offer and
distribution restrictions set out below are urged to contact the
Retail Information Agent (in the case of intermediaries acting on
behalf of Retail Investors) or the Dealer Managers (in the case of
Institutional Investors) as a matter of priority.
United
States
The Tender Offer is not being made, and will not be
made to (or for the account or benefit of) U.S. persons (as defined
in Regulation S under the Securities Act) or 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 Preference Shares may not be tendered
in the Tender Offer by any such use, means, instrumentality or
facility from or within the United States or by U.S. persons or by
persons located or resident in the United States as defined in
Regulation S of the U.S. Securities Act of 1933, as amended (the
"Securities Act").
Accordingly, copies of the Tender Offer Memorandum and any other
documents or materials relating to the Tender 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 or to U.S. persons. Any purported tender of Preference
Shares in the Tender Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Preference Shares made by a U.S. person or by a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
that is a U.S. person or that is giving instructions from within
the United States will be invalid and will not be accepted.
As used in this document, "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.
Each Preference Shareholder participating in the
Tender Offer will represent that it is not a U.S. person, is not
located in the United States and is not participating in the Tender
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 a U.S. person and is not giving an order to
participate in the Tender Offer from the United States.
In addition, nothing in the Tender Offer Memorandum or
the transmission thereof constitutes or contemplates an offer of,
or the Tender Offer to purchase or the solicitation of an offer to
sell securities in the United States or any other jurisdiction. The
Preference Shares have not been, and will not be, registered under
the Securities Act or the securities laws of any state or other
jurisdiction of the United States, and the Preference Shares may
not be offered, sold or delivered, directly or indirectly, within
the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act)
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state or local securities laws. Accordingly, the Tender
Offer Memorandum must not be distributed in or into the United
States or to U.S. persons (as defined in Regulation S under the
Securities Act) in any circumstances.
United
Kingdom
The communication of the Tender Offer Memorandum and
any other documents or materials relating to the Tender Offer are
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 FSMA.
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. The communication of such documents
and/or materials as a financial promotion is only being made to,
and may only be acted upon by, those persons in the United Kingdom
falling within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion
Order") (which includes an existing member of the Issuer
and, therefore, includes the Preference Shareholders) or within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Promotion Order) or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion
Order.
Canada
The Tender Offer Memorandum does not constitute an
offer to acquire Preference Shares within the meaning of National
Instrument 62-104 - Take Over
Bids and Issuer Bids. Residents of Canada are not entitled
to participate in the Tender Offer and tenders of Preference Shares
in the Tender Offer will not be accepted from any Preference
Shareholder that is resident in any province or territory of
Canada. The communication of the Tender Offer Memorandum and any
other documents or materials relating to the Tender Offer are not
being made in Canada and accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, any person who is resident in any province or territory of
Canada.
Belgium
Neither the Tender Offer Memorandum nor any
other documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority and,
accordingly, the Tender Offer may not be made in Belgium by way of
a public offering, as defined in Article 3 of the Belgian Law of 1
April 2007 on public takeover bids, as amended or replaced from
time to time. Accordingly, the Tender Offer may not be advertised
and the Tender Offer will not be extended, and neither the Tender
Offer Memorandum nor any other documents or materials relating to
the Tender Offer (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" within the meaning of Article 10
of the Belgian Law of 16 June 2006 on public offerings of
investment instruments and the admission of investment instruments
to trading on regulated markets (as amended from time to
time).
France
The Tender Offer is not being made, directly or
indirectly, in the Republic of France ("France") other than to qualified
investors (investisseurs
qualifiés) as referred to in Article L.411-2 1° of the
French Code monétaire et financier and defined in
Article 2(e) of Regulation (EU) 2017/1129 (as amended). Neither the
Tender Offer Memorandum nor any other documents or materials
relating to the Tender Offer have been or shall be distributed in
France other than to qualified investors (investisseurs qualifiés) and only
qualified investors (investisseurs qualifiés) are eligible
to participate in the Tender Offer. The Tender Offer Memorandum and
any other document or material relating to the Tender Offer have
not been and will not be submitted for clearance to nor approved by
the Autorité des marchés
financiers.
Italy
None of the Tender Offer, the Tender Offer Memorandum
or any other documents or materials relating to the Tender Offer
have been or will be submitted to the clearance procedure of the
Commissione Nazionale per le
Società e la Borsa ("CONSOB").
The Tender Offer is not being made, and will not be
made to (or for the account or benefit of), persons located or
resident in Italy.
Each Intermediary must comply with the applicable laws
and regulations concerning information duties vis-à-vis its clients in connection
with the Preference Shares or the Tender Offer.
South
Africa
The Tender Offer is not being made, and will not be
made to (or for the account or benefit of) persons resident or
located in South Africa. Accordingly, copies of the Tender Offer
Memorandum and any other documents or materials relating to the
Tender 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 South Africa or to any persons located or
resident in South Africa.
General
This announcement and the Tender Offer Memorandum do
not constitute an offer to buy or the solicitation of an offer to
sell Preference Shares (and tenders of Preference Shares in the
Tender Offer will not be accepted from Preference Shareholders) in
any circumstances in which such offer or solicitation is unlawful.
In those jurisdictions where the securities, blue sky or other laws
require the Tender Offer to be made by a licensed broker or dealer
and the Dealer Managers or any of their affiliates is such a
licensed broker or dealer in any such jurisdiction, the Tender
Offer shall be deemed to be made by the Dealer Managers or such
affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction.
In addition to the representations referred to above
in respect of the United States, the United Kingdom, Canada, Italy,
Belgium, France and South Africa, each Preference Shareholder
participating in the Tender Offer will also give certain
representations, acknowledgements, warranties and undertakings and
make certain agreements in respect of the jurisdictions referred to
above and generally as described in Annex 1 (Agreements, Acknowledgements,
Representations, Warranties and Undertakings of Preference
Shareholders) to the Tender Offer Memorandum.
Any tender of Preference Shares for purchase pursuant
to the Tender Offer from a Preference Shareholder who is unable to
make these representations will not be accepted. Each of the
Offeror, the Issuer, the Dealer Managers, the Receiving Agent and
the Retail Information Agent reserves the right, in its absolute
discretion, to investigate, in relation to any tender of Preference
Shares for purchase pursuant to the Tender Offer, whether any such
representation given by a Preference Shareholder is correct and, if
such investigation is undertaken and as a result the Offeror
determines (for any reason) that such representation is not
correct, such tender shall not be accepted.