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RSA Insurance Group (RSA)

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Tuesday 01 June, 2021

RSA Insurance Group

Scheme of Arrangement becomes effective

RNS Number : 3873A
RSA Insurance Group Limited
01 June 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OF THAT JURISDICTION
 
FOR IMMEDIATE RELEASE

 

1 June 2021

 

RECOMMENDED CASH ACQUISITION

of

RSA INSURANCE GROUP PLC

by

REGENT BIDCO LIMITED

 

(a wholly-owned subsidiary of Intact Financial Corporation)

 

to be effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

On 18 November 2020, the boards of directors of RSA Insurance Group plc ("RSA") (as it was prior to its re-registration as a private limited company), Regent Bidco Limited ("Bidco") (a wholly-owned subsidiary of Intact Financial Corporation ("Intact")) and Tryg A/S ("Tryg") announced that they had agreed the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of RSA (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published on 16 December 2020. 

 

On 25 May 2021, RSA announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Scheme Court Hearing held on 25 May 2021 and on 26 May 2021, RSA announced that its re-registration as a private limited company had become effective.

 

RSA, Bidco and Tryg are pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital of RSA is now owned by Bidco.

 

A Scheme Shareholder on the register of members of RSA at the Scheme Record Time, being 6:30 p.m. on 28 May 2021, will be entitled to receive 685 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) (or by any other method approved by the Panel) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.

 

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of RSA Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of RSA Shares on the London Stock Exchange's main market for listed securities, which is expected to take place by 8:00 a.m. on 2 June 2021.

 

As the Scheme has now become effective, RSA duly announces that, as of today's date, Sally Bridgeland, Charles Brindamour, Claude Dussault, Mark Hodges, Robert Leary, and Andy Parsons have been appointed to the RSA Board and Sonia Baxendale, Kath Cates, Enrico Cucchiani, Stephen Hester, Martin Scicluna and Martin Strobel have tendered their resignations and have stepped down from the RSA Board. Scott Egan will remain on the RSA Board going forwards. Charlotte Heiss has also tendered her resignation as General Counsel and Company Secretary.

 

The announcement made by Bidco, Tryg and RSA in connection with the Acquisition on 18 November 2020 pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") contained the following post-offer intention statement for the purpose of Rule 19.6 of the Code:  "The Chief Executive Officer, Chief Financial Officer and non-executive directors of RSA are expected to resign as RSA Directors on Completion." As an update to that statement made in relation to the above statement of intent, it has since been agreed that Charlotte Jones (the Chief Financial Officer of RSA) and each of Alastair Barbour and Clare Bousfield (both non-executive directors on the RSA Board) will remain on the RSA Board going forwards. This disclosure is required under Rule 19.6(b) of the Code.

 

Martin Scicluna, RSA Group Chairman, commented:

 

"It has been a very great privilege to Chair RSA for the past eight years and oversee the development and implementation of a fundamental change in strategy which has resulted in a much more focussed, stronger and more profitable Company.  I am very grateful to our CEO, Stephen Hester, for his outstanding leadership and drive in the transformation of our Company. My thanks to our Executive Committee members and the senior Leadership team who together with our employees have delivered for our customers, our shareholders and other key stakeholders. Finally, thank you to all my Board colleagues for their significant contribution during my tenure as Chairman.

 

RSA has provided peace of mind to individuals and protected businesses from risk for more than 300 years. That history has seen significant consolidation in the insurance industry, and we believe that RSA's businesses, customers, employees and other stakeholders will prosper under the stewardship of Intact and Tryg, two great businesses with long histories and reputations. The acquisition of RSA has delivered attractive, certain value for our shareholders and I wish Intact and Tryg every success for the future. "

 

Full details of the Acquisition are set out in the Scheme Document. Capitalised terms used but not defined in this announcement (the "Announcement") have the meanings given to them in the Scheme Document. All references to times in this Announcement are to London times unless otherwise stated.

 

 

Enquiries:

 

RSA

Rupert Taylor Rea, Group Financial Performance &
Investor Relations Director
Matthew Cohen, Head of Investor Relations

Natalie Whitty, Communications Director

 

 

Tel: +44 (0) 7881 677400
Tel: +44(0) 7967 343633

Tel: +44(0) 7584 342052

Goldman Sachs International (financial adviser to RSA)

Karen Cook

Ashish Pokharna

Chris Emmerson

 

Tel: +44 (0) 20 7774 1000

Robey Warshaw (financial adviser to RSA)

Simon Robey

Simon Warshaw

Matthew Ellis

 

Tel: +44 (0) 20 7317 3900

BofA Securities (financial adviser and corporate broker to RSA)

Matt Cannon

Tim Waddell

Oli Elias

Tel: +44 (0) 20 7628 1000

 

Brunswick (communications adviser to RSA)

Charles Pretzlik

Eilis Murphy

 

Tel: +44 (0) 20 7404 5959

 

 

Important notices

 

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for RSA and no one else in connection with the Acquisition and will not be responsible to anyone other than RSA for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

 

Robey Warshaw LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for RSA and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than RSA for providing the protections afforded to clients of Robey Warshaw LLP, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

 

Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as financial adviser and corporate broker exclusively for RSA and no one else in connection with the Acquisition and will not be responsible to anyone other than RSA for providing the protections afforded to clients of BofA Securities nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

 

In accordance with the Code, Goldman Sachs International and BofA Securities will continue to act as exempt principal traders in RSA securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com . This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

 

Further information

 

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.

 

The Acquisition is being made solely pursuant to the terms of the Scheme Document, which (together with the Forms of Proxy) contains the full terms and conditions of the Acquisition.

 

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "US Securities Act"), as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

 

Overseas Shareholders

 

This announcement has been prepared in accordance with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

 

The Acquisition will be subject to, amongst other things, the applicable rules and regulations of the FCA, the London Stock Exchange, the Code and the Panel.

 

The availability of the Acquisition to RSA Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their RSA Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders is contained in the Scheme Document.

 

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

 

Other information

 

LEI: 549300HOGQ7E0TY86138

 

Notice to US investors in RSA

 

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.

 

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act, subject to the exemptions provided by Rule 14d-1(c)/(d), if available .

 

It may be difficult for US holders of RSA Shares and RSA ADS Holders to enforce their rights and any claim arising out of the US federal securities laws in connection with the Acquisition, since Bidco, RSA and the majority of the business and assets of Intact are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US holders of RSA Shares and RSA ADS Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

 

Any securities offered as part of the Tryg Rights Issue will not be registered under the US Securities Act and may not be offered or sold in, or into, the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act.

 

The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom, Canada or Denmark (as applicable) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom, Canada or Denmark. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

 

Neither the Acquisition nor this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement or the merits of this Acquisition. Any representation to the contrary is a criminal offence in the US.

 

The receipt of consideration pursuant to the Acquisition by a US holder of RSA Shares or a RSA ADS Holder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each RSA Shareholder and RSA ADS Holder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

 

To the extent permitted by applicable law, in accordance with normal UK market practice, Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities other than pursuant to the Acquisition, at any time prior to Completion. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable rules, including the Takeover Code and Rule 14e-5 under the US Exchange Act. To the extent required by the applicable law, any information about such purchases will be disclosed on a next day basis to a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be deemed to be publicly disclosed in the United States.

 

Forward looking statements

 

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Transaction, and other information published by Bidco, Intact, Tryg and/or RSA contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, Intact, Tryg and/or RSA (as applicable) about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

 

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Transaction on Bidco, Intact, Tryg and RSA (including their future prospects, developments and strategies), the expected timing and scope of the Transaction and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved (or, in each case, their negative or other variations). Although Bidco, Intact, Tryg or RSA (as applicable in relation to forward-looking statements relating to each of them or their respective affiliates) believe that the expectations reflected in such forward-looking statements are reasonable, none of Bidco, Intact, Tryg or RSA (as applicable) can give assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

 

These factors include, but are not limited to: the ability to complete the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, Intact, Tryg and RSA operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco, Intact, Tryg and RSA operate, the consequences in the UK and globally from the withdrawal of the UK from the European Union, and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco, Intact, Tryg or RSA, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, none of Bidco, Intact, Tryg or RSA is under any obligation, and Bidco, Intact, Tryg and RSA expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Publication on website

 

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on RSA's website at https://www.rsagroup.com/investors/   promptly and in any event by no later than 12 noon on the Business Day following the date of this Announcement . The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

No profit forecasts, estimates or quantified financial benefits statements

 

No statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Intact, Tryg or RSA for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for the relevant company.

 

 

 

-Ends -

 

 

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