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.
16 July 2024
RSA Insurance Group
Limited
(a private limited company incorporated
in England and Wales with registered number
02339826)
RESULTS OF TENDER OFFER AND GENERAL
MEETING IN RESPECT OF THE OUTSTANDING £125,000,000 7.375 PER CENT.
CUMULATIVE IRREDEEMABLE PREFERENCE SHARES ISSUED BY RSA INSURANCE
GROUP LIMITED
On 12 June 2024, 2283485 Alberta Ltd.
(the "Offeror")
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").
In parallel with the Tender Offer, the Issuer
convened a general meeting (the "General Meeting") 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"), as further described in the circular to the
shareholders of the Issuer dated 12 June 2024 (the "Shareholder Circular").
Capitalised terms used but not defined herein
have the meanings given to them in the Tender Offer Memorandum
and/or the Shareholder Circular.
RESOLUTIONS
The Issuer is pleased to announce that at the
General Meeting held earlier today:
· the requisite
majority of shareholders voted to pass the Cancellation Resolution
in respect of the Preference Share Cancellation. The Cancellation
Resolution received votes in favour of 90.10 per cent. of the votes
received (excluding votes withheld)1. The Offeror withheld its vote on the
Cancellation Resolution to ensure that it would only pass if voted
in favour by the requisite majority of Preference Shareholders;
and
· the requisite
majority of shareholders voted to pass the Share Premium Resolution
in respect of the Share Premium Cancellation. The Share Premium
Resolution received votes in favour of 99.42 per cent. of the votes
received (excluding votes withheld)1. The Offeror voted in favour of the Share
Premium Resolution.
1
A vote withheld is not a vote in law and has not
been counted in the calculation of the proportion of votes for and
against the resolutions.
The Issuer has received the final
approval from the Prudential Regulation Authority for the
implementation of the Reduction of Capital. Therefore,
the Reduction of Capital will be implemented by the
Issuer.
The last day of dealings in, and for the
registration of transfers of, and disablement in CREST of,
Preference Shares will be 17 July 2024.
Suspension of the Preference Shares from trading
on the Main Market of London Stock Exchange is expected to take
place at 7.30 a.m. on 18 July 2024. Once suspended, it is not
expected that trading in Preference Shares on the Main Market of
London Stock Exchange will recommence. It is expected that
cancellation of the admissions of the Preference Shares to listing
on the Official List and to trading on the Main Market of the
London Stock Exchange will take effect from 8.00 a.m. on 19 July
2024.
The Cancellation Date, being the date on which
the cancellation of the Share Premium and the Preference Shares is
expected to take effect by registration at Companies House, is
expected to be 18 July 2024.
The Settlement Date in respect of the Preference
Share Cancellation, being the expected date of payment of the
Cancellation Amount to all Registered Holders and the Voting
Fee to eligible Registered Holders in the manner set out in the
Shareholder Circular, is expected to be 30 July 2024.
In respect of Preference Shareholders
eligible to
receive the Cancellation Amount and the Voting Fee, the following
table sets out the total amount (being the Cancellation Amount plus
the Voting Fee) payable in respect of each Preference Share, on the
assumption that the Settlement Date falls on 30 July 2024, and a
breakdown thereof:
Cancellation
Price
|
Dividend
rate
|
Immediately preceding
dividend payment date
|
Accrued Dividend Amount up to
and including 30 July
20241
|
Cancellation
Amount2
|
Voting Fee
|
Total
amount
|
£1.22 per
Preference Share
|
7.375 per
cent. per annum
|
2 April
2024
|
£0.0242
per Preference Share
|
£1.2442
per Preference Share
|
£0.02 per
Preference Share
|
£1.2642
per Preference Share
|
1
If the Settlement Date does not fall on 30 July
2024, the Accrued Dividend Amount will change and shall be
calculated in accordance with the Terms up to and including the
Settlement Date.
2
If the Settlement Date does not fall on 30 July
2024, the Accrued Dividend Amount will change and shall be
calculated in accordance with the Terms up to and including the
Settlement Date and, therefore, the Cancellation Amount will change
accordingly.
In respect of Preference Shareholders eligible
to receive the Cancellation Amount but NOT eligible to receive the Voting Fee,
the following table sets out the total amount (being the
Cancellation Amount) payable in respect of each Preference Share,
on the assumption that the Settlement Date falls on 30 July 2024,
and a breakdown thereof:
Cancellation
Price
|
Dividend
rate
|
Immediately preceding
dividend payment date
|
Accrued Dividend Amount up to
and including 30 July
20241
|
Cancellation
Amount2
|
Voting Fee
|
Total
amount
|
£1.22 per Preference Share
|
7.375 per
cent. per annum
|
2 April
2024
|
£0.0242
per Preference Share
|
£1.2442
per Preference Share
|
£0 per Preference Share
|
Cancellation Amount
|
1
If the Settlement Date does not fall on 30 July
2024, the Accrued Dividend Amount will change and shall be
calculated in accordance with the Terms up to and including the
Settlement Date.
2
If the Settlement Date does not fall on 30 July
2024, the Accrued Dividend Amount will change and shall be
calculated in accordance with the Terms up to and including the
Settlement Date and, therefore, the Cancellation Amount will change
accordingly.
The payment of the
Cancellation Amount and the Voting Fee (if applicable) to the
Registered Holder will discharge the Issuer's obligations in
respect thereof, and the Beneficial Owner must look to the
Registered Holder (and, if applicable, any relevant Intermediary)
for payment to it of the relevant Cancellation Amount and Voting
Fee (if applicable).
TENDER
OFFER
Given that the Resolutions have passed at the
General Meeting and the Reduction of Capital will be implemented,
the Offeror will not purchase any Preference Shares pursuant to the
Tender Offer.
Copies of the Resolutions passed at the General
Meeting and written resolutions to authorise the Company to allot,
and grant rights to subscribe for, ordinary shares adopted by the
Issuer as the sole ordinary member of the Company will be submitted
today to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Retail
Investors
Retail Investors who have questions or require
technical assistance in connection with this Results Announcement,
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 this Results Announcement, 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 Results Announcement
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
|
Company LEI: 549300HOGQ7E0TY86138
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.
DISCLAIMER: 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 with respect to the Tender
Offer and 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 in relation to
the Tender Offer and/or the General Meeting.
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. This announcement and the
Tender Offer Memorandum do not constitute an offer to buy or the
solicitation of an offer to sell Preference Shares in any
circumstances in which such offer or solicitation is unlawful.