Tender Offer Update – Preference Shares

RSA Insurance Group Limited

11 July 2024

 

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.

11 July 2024

RSA Insurance Group Limited

(a private limited company incorporated in England and Wales with registered number 02339826)

UPDATE ON PARTICIPATION IN THE TENDER OFFER IN RELATION TO THE OUTSTANDING £125,000,000 7.375 PER CENT. CUMULATIVE IRREDEEMABLE PREFERENCE SHARES ISSUED BY RSA INSURANCE GROUP LIMITED FOLLOWING THE RETAIL EXPIRATION DEADLINE AND TENDER OFFER RECORD TIME

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").

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.

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.

The Institutional Expiration Deadline, being the 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, elapsed at 4.00 p.m. on 19 June 2024. The Retail Expiration Deadline, being the 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, elapsed at 1.00 p.m. on 10 July 2024.

The Tender Offer Record Time, being the record time to determine holdings for valid participation in the Tender Offer, occurred at 6.00 p.m. on 10 July 2024.

The Offeror hereby announces that, as at the Tender Offer Record Time, the Offeror had received total valid tenders for purchase in respect of £84,284,638 in aggregate nominal amount of the Preference Shares (67.43 per cent. of the 125,000,000 outstanding Preference Shares), which also includes the same number of votes in favour of the Resolutions.

The table below sets out the aggregate amount of the Preference Shares in respect of which either Tender Instructions or Voting Only Instructions have been received as at the Tender Offer Record Time and whether, as at that time, those votes are in favour or against the Cancellation Resolution:

As at the Tender Offer Record Time
Aggregate number of Preference Shares for which a Tender Instruction or Voting Only Instruction has been submitted	% of the outstanding Preference Shares	Votes in favour of the Cancellation Resolution1, 2	% of votes received (excluding withheld)2	Votes against the Cancellation  Resolution1	% of votes received (excluding withheld)2
86,337,5923	69.07 per cent.	84,913,264	98.40 per cent.	1,377,153	1.60 per cent.

¹                      One vote per Preference Share.

²                      Includes 400,000 votes in respect of which the Chair has been appointed as proxy but no voting indication has been given, as the Chair's current intention is to vote the same in favour of the Resolutions, being 0.46% of votes received (excluding votes withheld).

³                      Of which, 47,175 are withheld votes. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution. Therefore, the aggregate number of votes received as at the Tender Offer Record Time that count in the calculation of proportion of votes in respect of the Cancellation Resolution is 86,290,417.

The completion and return of a Tender Instruction does not preclude any Preference Shareholder from attending the General Meeting and voting in person or via the Virtual Meeting Platform should they subsequently wish to do so. However, in order to be eligible to receive the Voting Fee, such Preference Shareholders must not attend the General Meeting in person or via the Virtual Meeting Platform or make any other arrangements to be represented at the General Meeting (such as a Voting Only Instruction (Option 3) or otherwise), as any Preference Shareholder who takes such action will not be eligible to receive the Voting Fee. Therefore, the above figures are indicative only as at the Tender Offer Record Time and final voting figures will only be available after the General Meeting.

Until the Offeror announces whether or not it has decided to accept valid tenders of Preference Shares pursuant to the Tender Offer, as may be announced in the Results Announcement, no assurance can be given that the Tender Offer will be completed. In addition, subject to applicable law and as provided in the Tender Offer Memorandum, the Offeror may, in its sole discretion, extend, re-open, amend or terminate the Tender Offer at any time before such announcement and may, in its sole discretion, waive any of the conditions to the Tender Offer (either before or after such announcement).

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. The Offeror will at all times have the discretion to accept for purchase any Preference Shares tendered in the Tender Offer, the tender of which would otherwise be invalid or, in the sole opinion of the Offeror, may otherwise be invalid, subject to applicable law.

The Offeror has reserved the absolute right to waive any defects, irregularities, conflicts or delays in the submission of any and all Tender Instructions, and in respect of a particular tender of Preference Shares, whether or not the Offeror elects to waive similar defects, irregularities, conflicts or any delay in respect of other tenders of Preference Shares.

PROXY DEADLINE IN RESPECT OF GENERAL MEETING

Preference Shareholders should note that the final deadline for receipt by the Receiving Agent of a Voting Only Instruction (Option 2) or Voting Only Instruction (Option 3) from Preference Shareholders is 9.00 a.m. (UK time) on 16 July 2024 (the "Proxy Deadline"), as set out in the Tender Offer Memorandum and the Shareholder Circular. The deadline for submission of Voting Only Instructions to any Intermediaries will be before the Proxy Deadline.

Preference Shareholders do not need to take further action in connection with the General Meeting in respect of any Preference Shares validly tendered in the Tender Offer. The submission by or on behalf of a Preference Shareholder of a Tender Instruction pursuant to the Tender Offer will also constitute such Preference Shareholder's instructions to appoint the Chair as such Preference Shareholder's proxy to attend the General Meeting and vote in favour of the Resolutions in respect of such tendered Preference Shares.

If the Resolutions are passed and the Reduction of Capital is implemented, any Preference Shareholder who either (a) validly tenders its Preference Shares for purchase pursuant to the Tender Offer by the Relevant Expiration Deadline 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 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.

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)
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: [phone]

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: [phone]

Email: [e-mail]

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: [phone] Attention: Liability Management Email: [e-mail]	Telephone: [phone] Attention: Liability Management, DCM Email: [e-mail]

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 ([e-mail]), [phone].

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.

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.

 

END