RSAB Rsa Ins. 7te%pf

TIDMRSAB

RNS Number : 1396N

RSA Insurance Group Limited

28 September 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

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 (EUWA).

RSA Insurance Group Limited

28 September 2021

ANNOUNCEMENT OF INDICATIVE RESULTS OF RSA INSURANCE GROUP LIMITED'S OFFER TO PURCHASE NOTES FOR CASH

On 20 September 2021, RSA Insurance Group Limited (the "Company") invited holders of its GBP400,000,000 Fixed Rate Reset Guaranteed Subordinated Notes due 2045 (ISIN: XS1120081283), (the "Notes") to tender their Notes for purchase by or on behalf of the Company for cash, subject to certain offer restrictions as contained in the section "Offer and Distribution Restrictions" of the Tender Offer Memorandum dated 20 September 2021 (the "Tender Offer Memorandum") (the "Offer").

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 27 September 2021.

The Company announces the following indicative results of the Offer.

As at the Expiration Deadline the Company had received valid tenders for purchase in respect of GBP341,539,000 in aggregate nominal amount of the Notes. The Company hereby announces the indicative Final Acceptance Amount is approximately GBP240,000,000 in aggregate nominal amount of the Notes. On the basis of such indicative Final Acceptance Amount, the Company expects to accept for purchase Notes validly tendered in the Offer subject to pro rata scaling at an indicative Scaling Factor of approximately 70.05725 per cent., as further described in the section "The Offer" of the Tender Offer Memorandum.

The Price Determination Time is expected to be at or around 11.00 a.m. (London time) today.

In accordance with the terms of the Offer, the above announcement is indicative only and not binding on the Company. Final details of this information will be given, and an announcement as to whether and the extent to which the Company will accept valid tenders of Notes for purchase pursuant to the Offer and the Purchase Price for the Notes will be made, as soon as reasonably practicable after the Price Determination Time.

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, Royal & Sun Alliance Insurance Limited, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is released by the Company 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 Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Jonathan Cope, General Counsel and Company Secretary of the Company.

Offeror LEI: 549300HOGQ7E0TY86138

For further information, please contact:

DEALER MANAGERS

 
      Citigroup Global Markets Limited                  HSBC Bank plc 
              Citigroup Centre                         8 Canada Square 
                Canada Square                           London E14 5HQ 
                 Canary Wharf                     Telephone: +44 (0) 20 7992 
                London E14 5LB                               6237 
          Telephone: +44 (0) 20 7986            Attention: Liability Management 
                     8969                           Email: LM_EMEA@hsbc.com 
          Attn: Liability Management 
                    Group 
  Email: liabilitymanagement.europe@citi.com 
 

TENDER AGENT

Lucid Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

Attention: Jacek Kusion

Telephone: +44 207 704 0880

Email: rsa@lucid-is.com

Website: https://deals.lucid-is.com/rsa

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END

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September 28, 2021 02:00 ET (06:00 GMT)

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