TIDMRSA
RNS Number : 0896A
RSA Insurance Group PLC
21 March 2017
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.
RSA Insurance Group plc
21 March 2017
RSA INSURANCE GROUP PLC ANNOUNCES TER OFFERS TO PURCHASE CERTAIN
OUTSTANDING NOTES LISTED HEREIN
Invitation to Tender for purchase for Cash
by RSA INSURANCE GROUP PLC
(a public limited company incorporated in England and Wales)
to the holders of its outstanding
GBP500,000,000 Fixed Rate Guaranteed Subordinated Step-up Notes
due 2039 (the "2039 Notes")
GBP375,000,000 6.701 per cent. Perpetual Guaranteed Subordinated
Capital Securities (the "Perpetual Notes")
(each a "Series" and together, the "Notes", the holders of which
being the "Noteholders").
on the terms and subject to the conditions set out in full in
the Tender Offer Memorandum dated 21 March 2017 (the "Tender Offer
Memorandum")
RSA Insurance Group plc ("RSA" or the "Company") has today
invited Noteholders to tender their Notes for purchase by or on
behalf of the Company for cash (each an "Offer") subject to certain
offer restrictions as contained in the section "Offer and
Distribution Restrictions" of the Tender Offer Memorandum. Each
Offer is made on the terms of, and subject to the conditions
contained in, the Tender Offer Memorandum, copies of which may be
obtained by eligible Noteholders from Lucid Issuer Services Limited
(the "Tender Agent"). Capitalised terms used but not defined herein
have the meanings given to them in the Tender Offer Memorandum.
The purpose of each of the Offers is to optimise the capital
structure of the Group.
The following table sets forth certain details of each of the
Offers:
Description ISIN Outstanding Perpetual Benchmark Purchase Amount subject
of the Notes principal Notes Security Spread to the Offer
amount Purchase
Yield
GBP500,000,000 XS0429467961 GBP300,000,000 N/A UKT4.5% 50 bps Any and all
Fixed Rate 03/19 over the
Guaranteed Benchmark
Subordinated Security
Step-up Rate
Notes due
2039
(ISIN:
GB00B39R3F84)
GBP375,000,000 XS0254219735 GBP375,000,000 0.35 N/A N/A Any and all
6.701 per per
cent. Perpetual cent.
Guaranteed
Subordinated
Capital
Securities
Noteholders should consult the Tender Offer Memorandum for more
details of the Offers. The following is a brief summary of certain
terms of the Offers only:
-- Expiration Deadline: 4.00 p.m. (London time) on 29 March
2017, unless extended, re-opened, amended or terminated or unless
any condition is waived as provided in the Tender Offer
Memorandum.
-- 2039 Notes Purchase Price: the 2039 Notes Purchase Price will
be determined by Citigroup Global Markets Limited and HSBC Bank plc
(the "Joint Dealer Managers") at the Price Determination Time in
accordance with market convention, and is intended to reflect a
yield to the first call date of the 2039 Notes (being 20 May 2019)
on the Settlement Date based on the 2039 Notes Purchase Yield
expressed as a percentage and rounded to the third decimal place,
with 0.0005 being rounded upwards. Specifically, the 2039 Notes
Purchase Price will equal (a) the value of all remaining payments
of principal and interest on the 2039 Notes up to and including the
first call date of the 2039 Notes being 20 May 2019, assuming the
principal is paid on such first call date, discounted to the
Settlement Date at a discount rate equal to the 2039 Notes Purchase
Yield, minus (b) 2039 Notes Accrued Interest.
-- Perpetual Notes Purchase Price: the Perpetual Notes Purchase
Price will be determined by the Joint Dealer Managers at the Price
Determination Time in accordance with market convention and is
intended to reflect a yield to the first call date of the Perpetual
Notes (being 12 July 2017) on the Settlement Date based on the
Perpetual Notes Purchase Yield expressed as a percentage and
rounded to the third decimal place, with 0.0005 being rounded
upwards. Specifically, the Perpetual Notes Purchase Price will
equal (a) the value of all remaining payments of principal and
interest on the Perpetual Notes up to and including the first call
date of the Perpetual Notes being 12 July 2017, assuming the
principal is paid on the first call date, discounted to the
Settlement Date at a discount rate based on the Perpetual Notes
Purchase Yield, minus (b) the Perpetual Notes Accrued Interest.
-- Accrued Interest: In addition to the relevant Purchase Price,
the Company will also pay Accrued Interest in respect of all Notes
accepted for purchase pursuant to the Offers.
-- Withdrawal Rights: Tender Instructions are irrevocable except
in the limited circumstances described in the Tender Offer
Memorandum.
The Company may accept offers in respect of both Series or only
one Series of Notes. The Company is not under any obligation to
accept any tender of Notes for purchase pursuant to either Offer.
Tenders of Notes for purchase may be rejected in the sole
discretion of the Company.
Indicative Offer Timetable
The following table sets out the expected dates and times of the
key events relating to the Offers. This is an indicative timetable
and is subject to change. All times are London time, unless
otherwise stated.
Date and Event
time
--------------------- --------------------------------------
On 21 March Launch Date
2017 Offers announced and Tender Offer
Memorandum available from the
Tender Agent
Notice of Offers published
--------------------- --------------------------------------
4 p.m. on Expiration Deadline
29 March Deadline for receipt by the Tender
2017 Agent of all Tender Instructions
--------------------- --------------------------------------
At or around Price Determination Time
12.00 p.m. Determination of the relevant
on 30 March Benchmark Security Rate, 2039
2017 Notes Purchase Yield and the 2039
Notes Purchase Price for the 2039
Notes and the Perpetual Notes
Purchase Price for the Perpetual
Notes, in the manner described
in the Tender Offer Memorandum
--------------------- --------------------------------------
As soon Announcement of Acceptance and
as reasonably Results of the Offers
practicable Announcement by the Company of
after the whether it accepts for purchase
Price Determination 2039 Notes and Perpetual Notes
Time validly tendered in the Offers
and, if so accepted:
(i) the aggregate nominal amount
of the 2039 Notes and the Perpetual
Notes accepted for purchase; and
(ii) the relevant Benchmark Security
Rate, 2039 Notes Purchase Yield,
2039 Notes Purchase Price and
Perpetual Notes Purchase Price.
--------------------- --------------------------------------
31 March Settlement Date
2017 Expected date for the payment
of the relevant Purchase Price
and Accrued Interest in respect
of the Notes accepted for purchase.
--------------------- --------------------------------------
For further information, please contact:
THE JOINT DEALER MANAGERS
Citigroup Global Markets HSBC Bank plc
Limited 8 Canada Square
Citigroup Centre London E14 5HQ
Canada Square
Canary Wharf
London E14 5LB Telephone: +44 (0)207
992 6237
Telephone: +44 (0) 20 7986 Attention: Liability
8969 Management Group
Attention: Liability Management Email: LM_EMEA@hsbc.com
Group
Email: liabilitymanagement.europe@citi.com
THE TER AGENT
Lucid Issuer Services
Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Attention: Thomas Choquet
/ David Shilson
Telephone: +44 207 704
0880
Email: rsa@lucid-is.com
Website: https://portal.lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. The Tender Offer Memorandum contains important
information which must be read carefully before any decision is
made with respect to the Offers described in this announcement. If
any Noteholder is in any doubt as to the action it should take, it
is recommended to seek its own legal, tax and financial advice,
including as to any tax consequences, from its stockbroker, bank
manager, counsel, accountant or other independent financial
adviser. Noteholders whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to participate in the Offers.
None of the Company, the Joint Dealer Managers, the Tender Agent or
any of their respective affiliates, makes any recommendation as to
whether or not any Noteholder should tender Notes held by them
pursuant to the Offers.
This announcement and the Tender Offer Memorandum do not
constitute an offer or an invitation to participate in an offer in
the United States or in any other jurisdiction in which, or to any
person to or from whom, it is unlawful to make such offer or
invitation or for there to be such participation under applicable
securities laws.
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 the Company and the Joint
Dealer Managers to inform themselves about and to observe any such
restrictions.
Belgium
Neither the communication of this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the
Offers in respect of the Notes have been submitted to or will be
submitted for approval or recognition to the Financial Services and
Markets Authority ("Autorité des services et marchés
financiers/Autoriteit voor Financiële Diensten en Markten") and,
accordingly, the Offers may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 on public takeover bids as amended (the "Belgian
Takeover Law"). Accordingly, the Offers may not be advertised and
the Offers will not be extended, and neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offers (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than (i) to "qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account or (ii) in any circumstances set out in Article 6, -- 4 of
the Belgian Takeover Law. The Tender Offer Memorandum has been
issued only for the personal use of the above qualified investors
and exclusively for the purpose of the Offers. Accordingly, the
information contained in this announcement and the Tender Offer
Memorandum may not be used for any other purposes or disclosed to
any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the
public in France. Neither this announcement, the Tender Offer
Memorandum nor any other documents or offering materials relating
to the Offers in respect of the Notes have been or shall be
distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portfeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés), all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 to D.411-3 of the French Code monétaire et financier, are
eligible to participate in the Offers. Neither this announcement
nor the Tender Offer Memorandum has been submitted to the clearance
procedures (visa) of the Autorité des marchés financiers.
Italy
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations.
The Offers are being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (the "Issuers'
Regulation"). The Offers are also being carried out in compliance
with article 35-bis, paragraph 7 of the Issuers' Regulation.
Noteholders located in the Republic of Italy can tender Notes
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended
from time to time, and Legislative Decree No. 385 of 1 September,
1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with all applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
Spain
Neither the Offers nor this announcement nor the Tender Offer
Memorandum constitutes the offer of securities or the solicitation
of the offer of securities to the public in Spain under the Spanish
Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de
Valores), Royal Decree 1310/2005, 4 November 2005 and Royal Decree
1066/2007, of 27 July 2007. Accordingly, neither this announcement
nor the Tender Offer Memorandum has been submitted for approval and
neither document has been approved by the Spanish Securities Market
Regulator (Comisión Nacional del Mercado de Valores).
United Kingdom
The communication of this announcement, the communication of the
Tender Offer Memorandum and any other documents or materials
relating to the Offers in respect of the Notes is not being made
and such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended. Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom, and
are only for circulation to persons outside the United Kingdom or
to persons within the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order")), or within Article 43(2) of the Order, or
within Article 49(2)(a) to (d) of the Order, or to other persons to
whom it may lawfully be communicated in accordance with the
Order.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offers are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by, or by any person acting for the account or benefit of, a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Each Noteholder participating in the Offers will represent that
it is not located in the United States and is not participating in
such Offers from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in such Offers
from the United States. For the purposes of this and the above
paragraph, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
General
This announcement and the Tender Offer Memorandum do not
constitute an offer to buy or a solicitation of an offer to sell
Notes, and tenders of Notes in the Offers will not be accepted from
Noteholders, in any jurisdiction in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offers to be made by
a licensed broker or dealer and the Joint Dealer Managers or its
affiliate is such a licensed broker or dealer in such
jurisdictions, the Offers shall be deemed to be made on behalf of
the Company by the Joint Dealer Managers or such affiliate, as the
case may be, and no Offer is made in any such jurisdiction where
the Joint Dealer Managers or their affiliate is not so
licensed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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