2039 Notes Tender Offer – Indicative Results

NOT FOR 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 DISTRIBUTE THIS DOCUMENT.

LONDON--()--

ANNOUNCEMENT OF INDICATIVE RESULTS OF RSA INSURANCE GROUP PLC’S OFFER TO PURCHASE NOTES FOR CASH

On 30 June 2016, RSA Insurance Group plc (the “Company”) invited holders of its £500,000,000 Fixed Rate Guaranteed Subordinated Step-up Notes due 2039 (ISIN: XS0429467961), (the “Notes”) to tender the 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 30 June 2016 (the “Tender Offer Memorandum”) (the “Offer”).

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 7 July 2016.

The Company announces the following indicative results of the Offer.

As at the Expiration Deadline the Company had received valid Tender Instructions in respect of £345,683,000 in aggregate nominal amount of the Notes. The Company hereby announces the indicative Maximum Acceptance Amount is £200,000,000 in aggregate nominal amount of the Notes and the corresponding indicative Scaling Factor is 58.008 per cent.. As set out in the section “The Offer” of the Tender Offer Memorandum:

(i) the aggregate nominal amount of Notes in each tender by a Noteholder after such scaling will be rounded to the nearest integral multiple of £1,000; and

(ii) the Company will only accept tenders of Notes to the extent that, following such scaling and after applying any rounding as described in paragraph (i) above, the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Offer by such Noteholder is equal to or greater than the Minimum Denomination.

The Price Determination Time is expected to be at or around 12.00 p.m. 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 relevant Purchase Price of the Notes will be made, as soon as reasonably practicable after the Price Determination Time.

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

The Settlement Date in respect of the Notes accepted for purchase is expected to be 12 July 2016.

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

For further information, please contact:

JOINT DEALER MANAGERS

Citigroup Global Markets Limited       HSBC Bank plc    

Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB

Telephone: +44 (0) 20 7986 8969
Attn: Liability Management Group
Email: liabilitymanagement.europe@citi.com

8 Canada Square
London E14 5HQ

 

Telephone: +44 (0)207 992 6237
Attention: Liability Management Group
Email: liability.management@hsbcib.com

TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London

WC1H 8HA

Attention: Paul Kamminga

Telephone: +44 207 704 0880

Email: rsa@lucid-is.com

Website: http://library.lucid-is.com/rsa

537079513

Short Name: RSA Ins Grp
Category Code: MSCU
Sequence Number: 536049
Time of Receipt (offset from UTC): 20160708T093248+0100

Contacts

RSA Insurance Group Plc

Contacts

RSA Insurance Group Plc