LONDON--(BUSINESS WIRE)--
RSA Insurance Group plc – Board notes Zurich announcement
The Board of RSA Insurance Group plc (“RSA”) notes the announcement by Zurich Insurance Group (“Zurich”) that it is evaluating a potential offer for RSA. RSA has not held talks with or received a proposal from Zurich and shareholders are advised to take no action.
RSA looks forward to updating the market on trading performance and strategic progress at the interim results announcement on 6 August 2015.
Statement re. Possible Offer
This announcement does not amount to an announcement of a firm intention to make an offer. There can be no certainty that an offer will be made or as to the terms of any such offer, should one be made.
This announcement has been made without the consent of Zurich.
In accordance with Rule 2.6(a) of the Code, Zurich is required, by not later than 5.00 p.m. on 25 August 2015, to either announce a firm intention to make an offer for RSA in accordance with Rule 2.7 of the Code or to 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.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.rsagroup.com.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
A further announcement will be made as and when appropriate.
Rule 2.10
In accordance with Rule 2.10 of the Code, RSA Insurance Group plc confirms that as at the date of this announcement, it has in issue 1,016,868,658 Ordinary Shares of £1.00 each, and 125,000,000 Preference Shares of £1.00 each. The International Securities Identification Number (ISIN) of the Ordinary Shares is GB00BKKMKR23. The International Securities Identification Number (ISIN) of the Preference Shares is GB0008631391.
Disclosure requirements of the Takeover Code
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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
About RSA
With a 300 year heritage, RSA is a multinational quoted insurance group. RSA has core operations in the UK, Scandinavia, Canada, Ireland, and Latin America, and has the capability to write business in around 140 countries. Focusing on general insurance, RSA has around 19,000 employees and, in 2014, its net written premiums were £7.5 billion.
Enquiries:
| Analysts | Press | ||
| Rupert Taylor Rea | Louise Shield | ||
| Tel: +44 (0) 20 7111 7140 | Tel: +44 (0) 20 7111 7047 | ||
| Ryan Jones | Kaidee Sibborn | ||
| Tel: +44 (0) 20 7111 7243 | Tel: +44 (0) 20 7111 7137 |