RSA announces sale of its majority-owned Canadian insurance brokerage business
for an aggregate price of CAD $500m

RSA Insurance Group plc announces that today it reached agreement to sell its shareholding in Noraxis Capital Corporation, its Canadian insurance brokerage business, to a subsidiary of Arthur J. Gallagher & Co.

The total aggregate price for the business is CAD $500m. After minorities, and including estimated excess working capital, RSA is expected to receive cash consideration of CAD $441m (£238m) subject to closing adjustments on completion. The transaction is expected to close within two months and is subject to certain regulatory approvals. The transaction is expected to result in a gain on sale of approximately £140m and is expected to add approximately £225m to the Group’s tangible net assets, improving the Group’s capital strength.

Stephen Hester, RSA Group Chief Executive said:

“This disposal represents further progress against our aim of tightening the strategic focus of the Group, and brings to around £540m the announced sales since our new strategy and action plan was unveiled in February. Noraxis is a sizeable brokerage business and unique in that context within the Group. RSA’s core strength is in providing, as principal, the best Personal and Commercial insurance products to our customers, and that is where our focus will continue to be as we deliver on our new strategy and action plan.

“We are proud of the work that has been done to successfully build Noraxis, however, now is the right time for RSA to realise its investment. We will continue to evaluate further non-core disposals, some of which we expect to agree during 2014.”

Noraxis is one of Canada’s largest P&C insurance brokers, operating through six majority-owned units located throughout Canada. Noraxis was founded by RSA Canada in 1999 and provides Commercial, Personal and Employee Benefits services on a retail basis.

In RSA Group’s 2013 financial statements, Noraxis accounted for £184m of total assets and £85m of shareholders’ funds at 31 December 2013, and £23m of profit in the underwriting result (presented as a contra expense in the underwriting result of Canada), and £6m of profit after amortisation, tax and minority interests for the year ended 31 December 2013.

Senior management of Noraxis and its subsidiaries are expected to remain with Noraxis at completion.

- ENDS –


Analysts Press
Rupert Taylor Rea Louise Shield
Tel: +44 (0) 20 7111 7140 Tel: +44 (0) 20 7111 7047
Louise Jordan Jon Sellors
Tel: +44 (0) 20 7111 1891 Tel: +44 (0) 20 7111 7327

Notes to editors:

Exchange rates

GBP 1 : CAD $ 1.85

Advisors to RSA

BofA Merrill Lynch acted as sole financial advisor to RSA. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Stikeman Elliott LLP acted as legal advisors to RSA.

About RSA

With a 300 year heritage, RSA is one of the world’s leading multinational quoted insurance groups. RSA has major operations in the UK, Scandinavia, Canada, Ireland, Asia and the Middle East, Latin America and Central and Eastern Europe and has the capability to write business in around 140 countries. Focusing on general insurance, RSA has around 23,000 employees and, in 2013, its net written premiums were £8.7 billion.

About Arthur J. Gallagher

Arthur J. Gallagher & Co. is an international service provider and plans, designs, and administers a full array of customised, cost-effective property/casualty insurance and risk management programs. Gallagher has operations in 25 countries and, through a network of correspondent brokers and consultants, offers client-service capabilities in more than 140 countries around the world.

Important Disclaimer

This press release may contain ‘forward-looking statements’ with respect to certain of the Group’s plans and its current goals and expectations relating to its future financial condition, performance results, strategic initiatives and objectives. Generally, words such as “may”, “could”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “aim”, “outlook”, “believe”, “plan”, “seek”, “continue” or similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. By their nature, all forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to future events and circumstances which are beyond the Group’s control, including amongst other things, UK domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation or regulations in the jurisdictions in which the Group and its affiliates operate. As a result, the Group’s actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in the Group’s forward-looking statements. Forward-looking statements in this press release are current only as of the date on which such statements are made. The Group undertakes no obligation to update any forward-looking statements, save in respect of any requirement under applicable law or regulation. Nothing in this press release shall be construed as a profit forecast.

Short Name: RSA Ins Grp
Category Code: DIS
Sequence Number: 418329
Time of Receipt (offset from UTC): 20140519T221240+0100


RSA Insurance Group Plc


RSA Insurance Group Plc