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Tuesday 28 July, 2015

Zurich Insurance Co

Statement Regarding RSA Insurance Group plc

RNS Number : 2334U
Zurich Insurance Company Ltd
28 July 2015
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

 

28th July 2015

 

For immediate release


Statement Regarding RSA Insurance Group plc

 

Zurich Insurance Group Ltd ("Zurich") notes the recent market speculation in relation to RSA Insurance Group plc ("RSA") and confirms that it is evaluating a possible offer for RSA.  This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code and there can be no assurance that any offer will be made.

 

In accordance with Rule 2.6(a) of the Code, Zurich is required, by not later than 5.00 p.m. on 25th August 2015 to either announce a firm intention to make an offer for RSA in accordance with Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

 

A further announcement will be made in due course.

 

Enquiries:

 

Zurich
                                                                       
Media Relations
Tel: +41 (0)44 625 21 00
Investor Relations                                          
Tel: +41 (0)44 625 22 99
 
Morgan Stanley                                
 
(Financial Adviser to Zurich) 
Tel: +44 (0)20 7425 8000
Eric Bischof
 
Matteo Castelvetri
 
Ian Hart
 

 

 

Morgan Stanley & Co. International plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom,  is acting as financial adviser to Zurich and no-one else in connection with the contents of this announcement.  In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement.

 

Dealing Disclosure Requirements

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication of this announcement

 

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Zurich's website (www.zurich.com) no later than 12 noon on 28th July 2015.

 

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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