RSA Insurance Group PLC Issue of Debt (8861Y)

TIDMRSA

RNS Number : 8861Y

RSA Insurance Group PLC

08 March 2017

NOT FOR 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 IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

RSA Insurance Group plc

8 March 2017

RSA INSURANCE GROUP PLC ANNOUNCES INTENTION TO ISSUE

PERPETUAL RESTRICTED TIER 1 CONTINGENT CONVERTIBLE NOTES

RSA Insurance Group plc ("RSA" or the "Company") intends, subject to market conditions, to issue perpetual Restricted Tier 1 contingent convertible notes in Regulation S registered format in one or more Scandinavian currencies (the "Notes").

The offer price, currency, coupon, conversion price and final amount of the Notes sold will be determined at the conclusion of the offering process and will be announced separately.

The Notes are expected to be rated BB by Standard & Poor's and will feature contingent equity conversion linked to compliance with the Company's regulatory capital requirements.

RSA is the ultimate parent company of Codan A/S and operates in Scandinavia as Trygg-Hansa and Codan.

IMPORTANT NOTICES

This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

The Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes will be only offered and sold to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act.

The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for purposes of the Prospectus Directive.

The Notes are not intended to be sold, and should not be sold, to retail clients in the European Economic Area, as defined in the FCA's Product Intervention Instrument 2015. Relevant stabilisation regulations, including FCA/ICMA, will apply.

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March 08, 2017 07:29 ET (12:29 GMT)