Statement re Possible Offer

LONDON--()--

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM 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.

FOR IMMEDIATE RELEASE

25 August 2015

RSA Insurance Group plc

Update regarding Possible Offer for RSA Insurance Group plc (“RSA” or the “Company”)

The Board of RSA (the “Board”) announces that it has received a revised proposal from Zurich Insurance Group (“Zurich”) regarding a possible all cash offer for the Company at 550 pence per ordinary RSA share (the “Possible Offer”). In addition, under the terms of the proposal, RSA ordinary shareholders retain the right to receive the 3.5 pence interim dividend announced by RSA on 6 August 2015. The Possible Offer is conditional on, amongst other things, due diligence and the recommendation of the Board.

The Board has indicated to Zurich that it would be willing to recommend an offer at the level of the Possible Offer to RSA shareholders subject to the satisfactory resolution of the other terms of the offer. Accordingly, the Board is in discussions with Zurich in relation to these terms.

As required by 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 in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. With the consent of the Takeover Panel, RSA has agreed to an extension of the relevant deadline under Rule 2.6(c) of the Code until 5.00pm on 22 September 2015 to enable the parties to conclude their ongoing discussions. This deadline may be extended further with the consent of the Takeover Panel, at RSA's request, in accordance with Rule 2.6(c) of the Code.

Zurich has reserved the right to make an offer for RSA at any time, with a value less than 550 pence per ordinary RSA share (less any dividends declared, made or paid, other than the 3.5 pence interim dividend announced by RSA on 6 August 2015):

  • with the agreement or recommendation of the RSA board;
  • if a third party announces a firm intention to make an offer for RSA pursuant to Rule 2.7 of the Code, which, at the date Zurich announces a firm intention to make an offer for RSA, is valued at a lower price than the equivalent of 550 pence per ordinary RSA share (less any dividends declared, made or paid, other than the 3.5 pence interim dividend announced by RSA on 6 August 2015); or
  • following the announcement by RSA of a whitewash transaction pursuant to the Code.

There can be no certainty that any firm offer will be made. This statement is being made by RSA with the consent of Zurich.

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

Adviser contacts:

   

 

 

Goldman Sachs International

+44 (0) 20 7774 1000

Karen Cook

 

Paul Miller

 

 

Robey Warshaw

+44 (0) 20 7317 3900

Simon Robey

 

Simon Warshaw

 

 

Bank of America Merrill Lynch

+44 (0) 20 7628 1000

Michael Findlay

 

 

JP Morgan Cazenove

+44 (0) 20 7742 4000

Tim Wise

 

Important notices

Goldman Sachs International, 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 for RSA and no one else in connection with 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 Goldman Sachs International, or for giving advice in connection with the matters referred to in this announcement or any matter referred to herein.

Robey Warshaw LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for RSA and no one else in connection with the matters referred to in this announcement 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 matters referred to in this announcement.

Merrill Lynch International, a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively as financial adviser for RSA and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than RSA for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking activities as J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to RSA and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than RSA for providing the protections afforded to its clients or for providing advice in connection with the contents of matters referred to in this announcement or any other matters referred to herein.

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.

Publication of this announcement

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.rsagroup.com, by no later than 12 noon (London time) on 26 August 2015. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Short Name: RSA Ins Grp
Category Code: OFD
Sequence Number: 481138
Time of Receipt (offset from UTC): 20150824T195141+0100

Contacts

RSA Insurance Group Plc

Contacts

RSA Insurance Group Plc