8 Jul 2016 13:11
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RSA Insurance Group plc
8 July 2016
ANNOUNCEMENT OF ACCEPTANCE AND RESULTS OF RSA INSURANCE GROUP PLC’S OFFER TO PURCHASE NOTES FOR CASH
On 30 June 2016, RSA Insurance Group plc (the “Company”) invited holders of its £500,000,000 Fixed Rate Guaranteed Subordinated Step-up Notes due 2039 (ISIN: XS0429467961), (the “Notes”) to tender the Notes for purchase by or on behalf of the Company for cash, subject to certain offer restrictions as contained in the section “Offer and Distribution Restrictions” of the Tender Offer Memorandum dated 30 June 2016 (the “Tender Offer Memorandum”) (the “Offer”).
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 7 July 2016.
As announced in the announcement of indicative results of the Offer on 8 July 2016, as at the Expiration Deadline, the Company had received valid tenders for purchase of £345,683,000 in aggregate nominal amount of the Notes. The Company hereby announces the final Maximum Acceptance Amount is £200,000,000 in aggregate nominal amount of the Notes and the corresponding Scaling Factor is 58.008 per cent.. As set out in the section “The Offer” of the Tender Offer Memorandum:
(i) the aggregate nominal amount of Notes in each tender by a Noteholder after such scaling will be rounded to the nearest integral multiple of £1,000; and
(ii) the Company will only accept tenders of Notes to the extent that, following such scaling and after applying any rounding as described in paragraph (i) above, the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Offer by such Noteholder is equal to or greater than the Minimum Denomination.
Final pricing for the Offer took place at or around 12.00 p.m. today. The cash Purchase Price payable by the Company for Notes validly tendered and accepted for purchase will be 118.639 per cent. of the nominal amount of the Notes.
A summary of the final pricing of the Offer is set out in the table below:
| Description of the Notes | ISIN | Benchmark Security Rate | Purchase Spread | Purchase Yield | Purchase Price | ||||||
| £500,000,000 Fixed Rate Guaranteed Subordinated Step-up Notes due 2039 | XS0429467961 | 0.105 per cent. | 240 bps over the Benchmark Security Rate | 2.521 per cent. | 118.639 per cent. of the nominal amount of the Notes |
The Offeror will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.
The Settlement Date in respect of the Notes accepted for purchase is expected to be 12 July 2016.
Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
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 and the Joint Dealer Managers to inform themselves about and to observe any such restrictions.
For further information, please contact:
JOINT DEALER MANAGERS
| Citigroup Global Markets Limited | HSBC Bank plc | |
| Citigroup CentreCanada SquareCanary WharfLondon E14 5LB Telephone: +44 (0) 20 7986 8969Attn: Liability Management GroupEmail: liabilitymanagement.europe@citi.com | 8 Canada SquareLondon E14 5HQ
Telephone: +44 (0)207 992 6237Attention: Liability Management GroupEmail: liability.management@hsbcib.com |
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
Attention: Paul Kamminga
Telephone: +44 207 704 0880
Email: rsa@lucid-is.com
Website: http://library.lucid-is.com/rsa
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