RSA Insurance Group Limited Tender Offer and Vote on Preference Shares

RNS Number : 1141S

RSA Insurance Group Limited

12 June 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.

12 June 2024

RSA Insurance Group Limited

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

 

NOTICE OF INVITATIONS TO HOLDERS TO TENDER FOR PURCHASE FOR CASH AND TO VOTE ON RESOLUTIONS IN RELATION TO THE REDUCTION OF CAPITAL IN RESPECT OF THE OUTSTANDING £125,000,000 7.375 PER CENT. CUMULATIVE IRREDEEMABLE PREFERENCE SHARES ISSUED BY RSA INSURANCE GROUP LIMITED AND, IN THE EVENT THE RESOLUTIONS ARE PASSED AND THE REDUCTION OF CAPITAL IS IMPLEMENTED, NOTICE OF INTENTION TO CANCEL LISTING

2283485 Alberta Ltd. (the "Offeror") has today 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.

This announcement is to be read together with the Tender Offer Memorandum and the circular to the shareholders of the Issuer dated 12 June 2024 (the "Shareholder Circular") in respect of a general meeting of the Issuer 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").

A copy of the Shareholder Circular will also be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Capitalised terms used but not defined herein have the meanings given to them in the Tender Offer Memorandum.

TENDER OFFER

Pursuant to the Tender Offer, the Offeror invites, subject to the offer and distribution restrictions referred to below and in the section of the Tender Offer Memorandum entitled "Offer and Distribution Restrictions", all Preference Shareholders to tender their Preference Shares for purchase by the Offeror for cash. The following table sets out certain details of the Tender Offer:

Securities	ISIN	Outstanding nominal amount	Tender Offer Consideration	Amount subject to the Tender Offer
Preference Shares	GB0008631391	£125,000,000	The Tender Offer Price (122% or £1.22 per Preference Share) plus the Accrued Dividend Amount	Any and all

 

The Tender Offer Consideration comprises a cash amount equal to 122 per cent. or £1.22 for each Preference Share purchased pursuant to the Tender Offer (the "Tender Offer Price") and the Accrued Dividend Amount (as defined below). The Tender Offer Price has been calculated to include a premium above the prevailing quoted mid-market price for the Preference Shares on the London Stock Exchange (on a 'clean price' basis) (as set out in more detail in Question (8) of the section of the Tender Offer Memorandum entitled "Questions and Answers about the Tender Offer and the Resolutions"). The Accrued Dividend Amount is an amount equal to arrears (if any) and accruals of the dividends payable in accordance with the Terms calculated up to and including the Settlement Date in respect of the relevant Preference Shares (the "Accrued Dividend Amount", and together with the Tender Offer Price, the "Tender Offer Consideration") as further described in the Tender Offer Memorandum.

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. Please see the section of the Tender Offer Memorandum entitled "Terms and Conditions of the Tender Offer" for more information regarding the Tender Offer.

REDUCTION OF CAPITAL

In parallel with the Tender Offer, the Issuer is convening a general meeting (the "General Meeting") to vote on the Resolutions which, if passed, will allow the Issuer to cancel all of the Preference Shares and implement the return of capital to Preference Shareholders in a cash amount equal to 122 per cent., or £1.22 for each Preference Share (the "Cancellation Price"), plus the Accrued Dividend Amount (together with the Cancellation Price, the "Cancellation Amount"). The Cancellation Price will be equal to the Tender Offer Price.

Implementation of the Reduction of Capital is also subject to final approval by the Prudential Regulation Authority (the "PRA"). The Issuer expects to receive such final approval from the PRA upon the passing of the Resolutions.

If the Resolutions are passed at the General Meeting and the Reduction of Capital is implemented, the Offeror will not purchase any Preference Shares pursuant to the Tender Offer. Instead, all tendered Preference Shares (together with all other Preference Shares) will be cancelled by the Issuer pursuant to the Reduction of Capital, the Preference Shareholders will receive the Cancellation Amount and the Voting Fee (if applicable) on the Settlement Date, and the Issuer will arrange for the listing of the Preference Shares on the Official List of the United Kingdom Financial Conduct Authority and the admission of the Preference Shares to trading on the Main Market of the London Stock Exchange plc to be cancelled. The Cancellation Price will be equal to the Tender Offer Price. For the avoidance of doubt, in no circumstances will a Preference Shareholder receive both the Tender Offer Consideration and the Cancellation Amount.

For further information on the General Meeting, the Resolutions and the proposed Reduction of Capital, see the Tender Offer Memorandum and the Shareholder Circular.

RATIONALE FOR THE TENDER OFFER AND THE GENERAL MEETING

The Offeror is conducting the Tender Offer, and the Issuer is convening the General Meeting, as part of the process to manage the Issuer's capital structure, to achieve, among other things, a removal of perpetual instruments that will lose their regulatory capital eligibility in 2026, while also providing liquidity to Preference Shareholders. See Question (7) in the section of the Tender Offer Memorandum entitled "Questions and Answers about the Tender Offer and the Resolutions" for further information.

VOTING BY WAY OF TENDER INSTRUCTION

The submission by or on behalf of a Preference Shareholder of a Tender Instruction (as defined in the Tender Offer Memorandum) pursuant to the Tender Offer will automatically include such Preference Shareholder's instructions to appoint the Chair as its proxy to attend the General Meeting and vote in respect of such tendered Preference Shares in favour of the Resolutions. For further information, see the section of the Tender Offer Memorandum entitled "Terms and Conditions of the Tender Offer - Voting by way of Tender Instruction".

VOTING FEE

In addition to the Cancellation Amount, if the Resolutions are passed and the Reduction of Capital is implemented, Preference Shareholders will be eligible to receive a Voting Fee in the following circumstances: any Preference Shareholder who either (a) validly tenders its Preference Shares for purchase pursuant to the Tender Offer by the Retail Expiration Deadline in respect of Retail Investors or the Institutional Expiration Deadline in respect of Institutional Investors 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 (the "Voting Fee") of 2.00 per cent., or £0.02 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.

If the Resolutions are not passed at the General Meeting, the Offeror may still accept valid tenders of Preference Shares pursuant to the Tender Offer, as further described herein. For the avoidance of doubt, no Voting Fee will be paid to any Preference Shareholders in this event.

SUMMARY OF OPTIONS AND POTENTIAL OUTCOMES FOR PREFERENCE SHAREHOLDERS

YOU HAVE THE OPTION TO (A) TENDER YOUR PREFERENCE SHARES FOR PURCHASE (AND AUTOMATICALLY APPOINT THE CHAIR AS YOUR PROXY TO VOTE IN FAVOUR OF THE PROPOSED RESOLUTIONS) OR (B) ATTEND AND/OR VOTE ON THE PROPOSED RESOLUTIONS WITHOUT TENDERING YOUR PREFERENCE SHARES FOR PURCHASE OR (C) TAKE NO ACTION.

TO ASSIST WITH YOUR DECISION, A SUMMARY OF THE POTENTIAL OUTCOMES IS SET OUT BELOW.

IF THE RESOLUTIONS ARE PASSED AND THE REDUCTION OF CAPITAL IS IMPLEMENTED THEN YOU WILL RECEIVE:

DID YOU VOTE? (either by tendering your Preference Shares in the Tender Offer1, or by otherwise appointing the Chair as your proxy to vote on your behalf under the Voting Only Instruction (Option 2)2)	CANCELLATION AMOUNT3		VOTING FEE4
	(expressed as a percentage)	(expressed as an amount)	(expressed as a percentage)	(expressed as an amount)
YES	The Cancellation Price (122%)   plus the Accrued Dividend Amount	The Cancellation Price (£1.22 per Preference Share) plus the Accrued Dividend Amount	2.00%	£0.02 per Preference Share
NO	The Cancellation Price (122%) plus the Accrued Dividend Amount	The Cancellation Price( £1.22 per Preference Share) plus the Accrued Dividend Amount	0.00%	£0 per Preference Share

 

¹               If you tender your Preference Shares in the Tender Offer you will automatically appoint the Chair as your proxy to vote in favour of the Resolutions.

²               To appoint the Chair as your proxy to vote in respect of the Resolutions without tendering your Preference Shares, you should submit a Voting Only Instruction (Option 2) (as defined below) in accordance with the procedures set out in the Shareholder Circular.

³               The Cancellation Amount comprises the Cancellation Price and the Accrued Dividend Amount. The Cancellation Amount will be paid in respect of all Preference Shares, including such Preference Shares validly tendered in the Tender Offer. The Cancellation Price is the same price as the Tender Offer Price, as further described herein. For the avoidance of doubt, in no circumstances will a Preference Shareholder receive both the Tender Offer Consideration and the Cancellation Amount.

⁴               Preference Shareholders who attend the General Meeting in person  or via the Virtual Meeting Platform or appoint someone other than the Chair as their proxy or appoint the Chair as their proxy to attend the General Meeting but withhold its vote will not receive the Voting Fee.

IF THE RESOLUTIONS ARE NOT PASSED AND THE REDUCTION OF CAPITAL IS NOT IMPLEMENTED, THEN, PROVIDED THE OFFEROR ACCEPTS THE TENDERED PREFERENCE SHARES, YOU WILL RECEIVE:

DID YOU TENDER?	TENDER OFFER CONSIDERATION1		VOTING FEE
	(expressed as a percentage)	(expressed as an amount)
YES	The Tender Offer Price (122%)     plus the Accrued Dividend Amount	The Tender Offer Price (£1.22 per Preference Share)   plus the Accrued Dividend Amount	No Voting Fee will be paid.
NO	Not Applicable. Preference Shareholders who do not participate in the Tender Offer, or whose Preference Shares are not accepted for purchase by the Offeror, will not have their Preference Shares purchased by the Offeror pursuant to the Tender Offer.

 

¹               The Tender Offer Consideration comprises the Tender Offer Price and the Accrued Dividend Amount. The Tender Offer Consideration will be paid in respect of Preference Shares validly tendered in the Tender Offer and accepted for purchase. The Tender Offer Price is the same as the Cancellation Price, as further discussed herein. For the avoidance of doubt, in no circumstances will a Preference Shareholder receive both the Tender Offer Consideration and the Cancellation Amount.

HOW TO PARTICIPATE IN THE TENDER OFFER

The procedures for participating in the Tender Offer differ for Preference Shareholders who hold their Preference Shares in CREST and Preference Shareholders who hold their Preference Shareholders in certificated form outside CREST. For further information and instructions on participating in the Tender Offer, please see the section of the Tender Offer Memorandum entitled "Procedures for Participating in the Tender Offer and the General Meeting".

A Preference Shareholder who does not wish to participate in the Tender Offer or the General Meeting does not need to take any action. However, if the Resolutions are passed at the General Meeting and the Reduction of Capital is implemented, all Preference Shares will be cancelled. Therefore, Preference Shareholders are urged to read the Tender Offer Memorandum along with the Shareholder Circular carefully before deciding whether or not to participate in the Tender Offer or vote in the General Meeting.

Preference Shareholders may not submit both a Tender Instruction and a Voting Only Instruction (Option 2) or Voting Only Instruction (Option 3) in respect of the same Preference Shares. See the section of the Tender Offer Memorandum entitled "Terms and Conditions of the Tender Offer - Multiple or conflicting offers" for more information.

Before making any decisions in respect of the Tender Offer, Preference Shareholders should carefully consider all of the information contained in the Tender Offer Memorandum, including the section entitled "Risk Factors and Other Considerations".

THE TENDER OFFER WILL COMMENCE ON 12 JUNE 2024 AND WILL EXPIRE AT (1)  4.00 P.M. (UK TIME) ON 19 JUNE 2024 IN RELATION TO INSTITUTIONAL INVESTORS AND (2) 1.00 P.M. (UK TIME) ON 10 JULY 2024 IN RELATION TO RETAIL INVESTORS, IN EACH CASE, UNLESS AMENDED, EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE OFFEROR.

TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING "AMENDMENT AND TERMINATION" IN THE TENDER OFFER MEMORANDUM.

ANY PREFERENCE SHAREHOLDER WHO DOES NOT WISH TO PARTICIPATE IN THE TENDER OFFER BUT WHO WISHES TO BE ELIGIBLE TO RECEIVE THE VOTING FEE MUST VALIDLY SUBMIT A VOTING ONLY INSTRUCTION (OPTION 2) BY 9.00 A.M. (UK TIME) ON 16 JULY 2024.

 

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)
Commencement of the Tender Offer and Notice of General Meeting	12 June 2024
Announcement of the Tender Offer and the General Meeting by way of announcements via RNS and on the relevant Notifying News Service and made available to Preference Shareholders on https://www.dfkingltd.com/RSA (subject to the offer and distribution restrictions set out in "Offer and Distribution Restrictions"). Tender Offer Memorandum made available to eligible Preference Shareholders on https://www.dfkingltd.com/RSA (subject to the offer and distribution restrictions set out in "Offer and Distribution Restrictions").
Shareholder Circular (including the Notice of General Meeting) and Paper Instruction Form to be dispatched to Shareholders. The Shareholder Circular will also be made available to Shareholders on https://www.dfkingltd.com/RSA.
Institutional Expiration Deadline	4.00 p.m. on 19 June 2024
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.
Interim Institutional Investors Tender Participation Announcement Announcement of the percentage of Preference Shares validly tendered by Institutional Investors prior to the Institutional Expiration Deadline.	20 June 2024
Retail Expiration Deadline 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.	1.00 p.m. on 10 July 2024
Tender Offer Record Time Record time to determine holdings for valid participation in the Tender Offer.	6.00 p.m. on 10 July 2024
Tender Participation Announcement Announcement of the percentage of Preference Shares validly tendered pursuant to the Tender Offer.	11 July 2024
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.

OFFER AND DISTRIBUTION RESTRICTIONS

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.

Preference Shareholders who believe they are unable to participate in the Tender Offer due to the offer and distribution restrictions set out below are urged to contact the Retail Information Agent (in the case of intermediaries acting on behalf of Retail Investors) or the Dealer Managers (in the case of Institutional Investors) as a matter of priority.

United States

The Tender Offer is not being made, and will not be made to (or for the account or benefit of) U.S. persons (as defined in Regulation S under the Securities Act) or 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 Preference Shares may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by U.S. persons or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender 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 or to U.S. persons. Any purported tender of Preference Shares in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Preference Shares made by a U.S. person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal that is a U.S. person or that is giving instructions from within the United States will be invalid and will not be accepted.

As used in this document, "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.

Each Preference Shareholder participating in the Tender Offer will represent that it is not a U.S. person, is not located in the United States and is not participating in the Tender 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 a U.S. person and is not giving an order to participate in the Tender Offer from the United States.

In addition, nothing in the Tender Offer Memorandum or the transmission thereof constitutes or contemplates an offer of, or the Tender Offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Preference Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and the Preference Shares may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Tender Offer Memorandum must not be distributed in or into the United States or to U.S. persons (as defined in Regulation S under the Securities Act) in any circumstances.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are 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 FSMA.

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. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") (which includes an existing member of the Issuer and, therefore, includes the Preference Shareholders) or within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Canada

The Tender Offer Memorandum does not constitute an offer to acquire Preference Shares within the meaning of National Instrument 62-104 - Take Over Bids and Issuer Bids. Residents of Canada are not entitled to participate in the Tender Offer and tenders of Preference Shares in the Tender Offer will not be accepted from any Preference Shareholder that is resident in any province or territory of Canada. The communication of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being made in Canada and accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, any person who is resident in any province or territory of Canada.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

France

The Tender Offer is not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Tender Offer. The Tender Offer Memorandum and any other document or material relating to the Tender Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Tender Offer, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Tender Offer is not being made, and will not be made to (or for the account or benefit of), persons located or resident in Italy.

Each Intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Preference Shares or the Tender Offer.

South Africa

The Tender Offer is not being made, and will not be made to (or for the account or benefit of) persons resident or located in South Africa. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender 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 South Africa or to any persons located or resident in South Africa.

General

This announcement and the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Preference Shares (and tenders of Preference Shares in the Tender Offer will not be accepted from Preference Shareholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United States, the United Kingdom, Canada, Italy, Belgium, France and South Africa, each Preference Shareholder participating in the Tender Offer will also give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the jurisdictions referred to above and generally as described in Annex 1 (Agreements, Acknowledgements, Representations, Warranties and Undertakings of Preference Shareholders) to the Tender Offer Memorandum.

Any tender of Preference Shares for purchase pursuant to the Tender Offer from a Preference Shareholder who is unable to make these representations will not be accepted. Each of the Offeror, the Issuer, the Dealer Managers, the Receiving Agent and the Retail Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Preference Shares for purchase pursuant to the Tender Offer, whether any such representation given by a Preference Shareholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

 

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