BN 08/25 06:03 *RSA HAS AGREED TO EXTENSION OF RELEVANT DEADLINE TO 22 SEPT.
BN 08/25 06:02 *RSA WILLING TO RECOMMEND OFFER AT LEVEL OF POSSIBLE OFFER
BN 08/25 06:02 *RSA POSSIBLE OFFER IS CONDITIONAL ON DUE DILIGENCE
BFW 08/25 06:02 *RSA GETS REVISED PROPOSAL FROM ZURICH AT 550P/SHR CASH
BN 08/25 06:02 *RSA GETS REVISED PROPOSAL FROM ZURICH AT 550P/SHR CASH
BFW 08/25 06:00 *RSA RECEIVED A REVISED PROPOSAL AT 550P PER ORDINARY RSA SHR
BN 08/25 06:00 *RSA HOLDERS RETAIN RIGHT TO GET 3.5P INTERIM DIV
BN 08/25 06:00 *RSA RECEIVED A REVISED PROPOSAL AT 550P PER ORDINARY RSA SHR
BN 08/25 06:00 *RSA RECEIVED A REVISED PROPOSAL FROM ZURICH INSURANCE
BN 08/25 06:00 *RSA INSURANCE GROUP STATEMENT RE POSSIBLE OFFER
BN 08/25 06:02 *RSA WILLING TO RECOMMEND OFFER AT LEVEL OF POSSIBLE OFFER
BN 08/25 06:02 *RSA POSSIBLE OFFER IS CONDITIONAL ON DUE DILIGENCE
BFW 08/25 06:02 *RSA GETS REVISED PROPOSAL FROM ZURICH AT 550P/SHR CASH
BN 08/25 06:02 *RSA GETS REVISED PROPOSAL FROM ZURICH AT 550P/SHR CASH
BFW 08/25 06:00 *RSA RECEIVED A REVISED PROPOSAL AT 550P PER ORDINARY RSA SHR
BN 08/25 06:00 *RSA HOLDERS RETAIN RIGHT TO GET 3.5P INTERIM DIV
BN 08/25 06:00 *RSA RECEIVED A REVISED PROPOSAL AT 550P PER ORDINARY RSA SHR
BN 08/25 06:00 *RSA RECEIVED A REVISED PROPOSAL FROM ZURICH INSURANCE
BN 08/25 06:00 *RSA INSURANCE GROUP STATEMENT RE POSSIBLE OFFER
RSA: RSA Insurance Group Plc: Statement re Possible Offer
2015-08-25 06:00:00.279 GMT
RSA: RSA Insurance Group Plc: Statement re Possible Offer
UK Regulatory Announcement
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.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150824005920/en/
Contact:
RSA Insurance Group Plc
-0- Aug/25/2015 06:00 GMT
2015-08-25 06:00:00.279 GMT
RSA: RSA Insurance Group Plc: Statement re Possible Offer
UK Regulatory Announcement
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.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150824005920/en/
Contact:
RSA Insurance Group Plc
-0- Aug/25/2015 06:00 GMT