RSA: RSA Insurance Group Plc: Statement re Possible Offer
2015-07-28 11:46:00.154 GMT
RSA: RSA Insurance Group Plc: Statement re Possible Offer
UK Regulatory Announcement
LONDON
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
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RSA Insurance Group Plc
-0- Jul/28/2015 11:46 GMT