13 May 2021 15:11
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOTICE TO NOTEHOLDERS
RSA INSURANCE GROUP PLC
(a public limited company incorporated in England and Wales)
to the holders of its outstanding
£350,000,000 Senior 1.625 per cent. Notes due 28 August 2024 (the "Notes")
13 May 2021
RSA Insurance Group plc (the "Issuer") announces to the holders of the Notes (the "Noteholders") that, in connection with the recommended cash offer by Regent Bidco Limited ("Regent") (a wholly-owned subsidiary of Intact Financial Corporation ("Intact")), pursuant to which Regent will acquire the entire issued and to be issued share capital of the Issuer (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Intact has informed the Issuer that, should the Acquisition be completed and the Scheme become effective in accordance with its terms, it intends to cause the Issuer to give notice of early redemption of the Notes.
The Scheme remains subject to the satisfaction or (where capable of waiver) waiver of the remaining Conditions set out in the scheme document published on 16 December 2020 in relation to the Acquisition (the "Scheme Document") and available at https://www.rsagroup.com/investors/offer/, including the Court sanctioning the Scheme at the Scheme Court Hearing on 25 May 2021. Subject to the Scheme receiving the sanction of the Court and the satisfaction or (where capable of waiver) waiver of the remaining Conditions, the Scheme is expected to become effective on 1 June 2021.
This announcement does not constitute a notice of redemption pursuant to Condition 6 (Redemption, purchase and options) of the Notes. The Issuer expects to give notice of redemption of the Notes pursuant to Condition 6.4 (Optional Redemption Amount redemption at the option of the Issuer) of the Notes following completion of the Acquisition. A further announcement will be made as and when appropriate.
Capitalised terms used in this announcement shall, unless otherwise defined herein or the context otherwise requires, have the same meanings as set out in the Scheme Document.
Should any Noteholder have any queries in relation to this announcement please contact:
RSA
Intact Financial Corporation
|
RSA INSURANCE GROUP PLC
LEI number: 549300HOGQ7E0TY86138
The person responsible for arranging for the release of this announcement on behalf of the Issuer is Charlotte Heiss, Group General Counsel and Company Secretary.
DISCLAIMER
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States or elsewhere.
Nothing in this announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in any jurisdiction. The distribution of this announcement in certain jurisdictions may be restricted by law, and persons into whose possession this announcement comes are requested to inform themselves about, and to observe, any such restrictions.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.