Tryg A/S and Intact Financial Corporation have received all anti-trust and regulatory approvals for the acquisition of RSA Insurance Group plc
Not for release, publication or distribution in whole or in part, in, or into the United States.
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
On 18 November 2020, it was announced that Tryg A/S (“Tryg” or the “Company“) and Intact Financial Corporation (“Intact“) have made a recommended cash offer jointly through Regent Bidco Limited (a wholly-owned subsidiary of Intact) (“Bidco“) pursuant to which Bidco will acquire the entire issued and to be issued share capital of RSA Insurance Group plc (“RSA“) (the “Acquisition“). The Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme“). The circular in relation to the Scheme (the “Scheme Document“) was published and posted to RSA Shareholders on 16 December 2020.
The Acquisition is subject to the conditions set out in Part III of the Scheme Document, including the receipt of certain anti-trust and regulatory approvals. RSA has today announced, on behalf of Tryg, Intact and RSA, that all of the conditions relating to anti-trust and regulatory approvals under the Scheme Document have now been satisfied or (where capable of waiver) waived (the “RSA Announcement“). In particular, Intact has now received unconditional approval from the UK Prudential Regulation Authority and the UK Financial Conduct Authority in respect of the change in control of Royal & Sun Alliance Insurance plc, Royal & Sun Alliance Reinsurance Limited and The Marine Insurance Company Limited and from the UK Financial Conduct Authority in respect of the change in control of RSA Northern Ireland Insurance Limited.
The Scheme is expected to become effective on 1 June 2021 following the satisfaction of certain other conditions, including the re-registration of RSA as a private limited company and the completion of the Scheme Court Hearing procedure, which is expected to take place on 25 May 2021.
Defined terms used in this announcement shall, unless otherwise defined herein, have the same meanings as set out in RSA Announcement. The RSA Announcement, which includes additional information on the conditions of the Acquisition and a Scheme timetable, is available on RSA’s website, www.rsagroup.com/investors/.
Contact information
For further information, visit tryg.com or contact:
Gianandrea Roberti, Investor Relations Officer +45 20 18 82 67 gianandrea.roberti@tryg.dk
Peter Brondt, Investor Relations Manager +45 22 75 89 04 peter.brondt@tryg.dk
Important information
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “US Securities Act“), as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
In any member state of the European Economic Area other than Denmark, Norway and Sweden (each a “Relevant State“), this communication is only addressed to, and is only directed at, persons in that Relevant State who fulfil the criteria for exemption from the obligation to publish a prospectus, including “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation. For the purposes of this provision, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
In the United Kingdom, this communication is being distributed only to, and is directed only at, persons who are “qualified investors” (as defined in Article 2(e) of the UK Prospectus Regulation) and who are: (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order; and/or (iii) persons to whom it may otherwise lawfully be communicated under the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY IN THE UNITED STATES, THE UNITED KINGDOM, THE REPUBLIC OF ITALY, SWITZERLAND, AUSTRALIA, CANADA, THE ONSHORE UNITED ARAB EMIRATES, THE DUBAI INTERNATIONAL FINANCIAL CENTRE, THE ABU DHABI GLOBAL MARKET, SINGAPORE, JAPAN, HONG KONG, OR THE PEOPLE’S REPUBLIC OF CHINA. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
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