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:
+44 (0)371 384 2911
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: +44
(0)207 920 9700
Email:
RSA@dfkingltd.co.uk
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: +44
(0)207 029 8000
Attention: Liability
Management
Email:
liabilitymanagement@jefferies.com
|
Telephone: +44 (0)20
7992 6237
Attention: Liability
Management, DCM
Email:
LM_EMEA@hsbc.com
|
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
(oliver.hibberd@uk.rsagroup.com),
+44 (0) 7917 052 467.
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.