Tender Offer

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 TENDER OFFER TO PURCHASE ITS OUTSTANDING £400,000,000 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
£400,000,000 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 of the Notes	ISIN / Common Code	Outstanding nominal amount	First Call Date	Benchmark Security	Purchase Spread	Amount subject to the Offer
£400,000,000 Fixed Rate Reset Guaranteed Subordinated Notes due 2045	XS1120081283 / 112008128	£160,000,000	10 October 2025	UKT 2% 09/25 (ISIN: GB00BTHH2R79)	200 bps	Any and all

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 (All times are London time)	Event
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 June 2023	Expiration Deadline Deadline for receipt by the Tender Agent of all Tender Instructions
At or around 1.00 p.m. on 2 June 2023	Price Determination Time Determination of the Benchmark Security Rate, Purchase Yield and Purchase Price.
As soon as reasonably practicable after the Price Determination Time	Announcement of Acceptance and Results Announcement by the Company of whether it will accept for purchase Notes validly tendered in the Offer and, if so accepted: (i) the aggregate nominal amount of Notes 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 Citigroup Centre Canada Square Canary Wharf London E14 5LB Telephone: [phone] Attention:  Liability Management Group Email: [e-mail]

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: [phone] Attention: Liability Management, DCM Email: [e-mail]

THE TENDER AGENT Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Attention: Owen Morris Telephone: [phone] Email: [e-mail] 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 Autorité des Marchés 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.

 

END