RSA takeover conclusion announcement

ECOMMENDED CASH ACQUISITION of RSA INSURANCE GROUP PLC by REGENT BIDCO LIMITED
(a wholly-owned subsidiary of Intact Financial Corporation)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 18 November 2020, the boards of directors of RSA Insurance Group plc ("RSA") (as it was prior to its re-registration as a private limited company), Regent Bidco Limited ("Bidco") (a wholly-owned subsidiary of Intact Financial Corporation ("Intact")) and Tryg A/S ("Tryg") announced that they had agreed the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of RSA (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). The circular in relation to the Scheme (the “Scheme Document”) was published on 16 December 2020.

On 25 May 2021, RSA announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Scheme Court Hearing held on 25 May 2021 and on 26 May 2021, RSA announced that its re-registration as a private limited company had become effective.

RSA, Bidco and Tryg are pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital of RSA is now owned by Bidco.

A Scheme Shareholder on the register of members of RSA at the Scheme Record Time, being 6:30 p.m. on 28 May 2021, will be entitled to receive 685 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) (or by any other method approved by the Panel) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of RSA Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of RSA Shares on the London Stock Exchange’s main market for listed securities, which is expected to take place by 8:00 a.m. on 2 June 2021.

As the Scheme has now become effective, RSA duly announces that, as of today’s date, Sally Bridgeland, Charles Brindamour, Claude Dussault, Mark Hodges, Robert Leary, and Andy Parsons have been appointed to the RSA Board and Sonia Baxendale, Kath Cates, Enrico Cucchiani, Stephen Hester, Martin Scicluna and Martin Strobel have tendered their resignations and have stepped down from the RSA Board. Scott Egan will remain on the RSA Board going forwards. Charlotte Heiss has also tendered her resignation as General Counsel and Company Secretary.

The announcement made by Bidco, Tryg and RSA in connection with the Acquisition on 18 November 2020 pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") contained the following post-offer intention statement for the purpose of Rule 19.6 of the Code: "The Chief Executive Officer, Chief Financial Officer and non-executive directors of RSA are expected to resign as RSA Directors on Completion." As an update to that statement made in relation to the above statement of intent, it has since been agreed that Charlotte Jones (the Chief Financial Officer of RSA) and each of Alastair Barbour and Clare Bousfield (both non-executive directors on the RSA Board) will remain on the RSA Board going forwards. This disclosure is required under Rule 19.6(b) of the Code.

Martin Scicluna, RSA Group Chairman, commented:

“It has been a very great privilege to Chair RSA for the past eight years and oversee the development and implementation of a fundamental change in strategy which has resulted in a much more focussed, stronger and more profitable Company. I am very grateful to our CEO, Stephen Hester, for his outstanding leadership and drive in the transformation of our Company. My thanks to our Executive Committee members and the senior Leadership team who together with our employees have delivered for our customers, our shareholders and other key stakeholders. Finally, thank you to all my Board colleagues for their significant contribution during my tenure as Chairman.

RSA has provided peace of mind to individuals and protected businesses from risk for more than 300 years. That history has seen significant consolidation in the insurance industry, and we believe that RSA’s businesses, customers, employees and other stakeholders will prosper under the stewardship of Intact and Tryg, two great businesses with long histories and reputations. The acquisition of RSA has delivered attractive, certain value for our shareholders and I wish Intact and Tryg every success for the future.”

Full details of the Acquisition are set out in the Scheme Document. Capitalised terms used but not defined in this announcement (the “Announcement”) have the meanings given to them in the Scheme Document. All references to times in this Announcement are to London times unless otherwise stated.

Takeover of RSA

RSA Insurance Group Plc was purchased by Tryg A/S and Intact Financial Corporation on 1st June 2021.

How RSA’s businesses are now owned

RSA was comprised of three divisions; Canada, Scandinavia, and UK & International (the UK, Luxembourg, Ireland and Middle Eastern businesses). These are now owned in this way:

- Tryg A/S has taken ownership of RSA’s former Swedish and Norwegian business, Trygg-Hansa and Codan Norway.

- Intact Financial Corporation owns RSA’s Canadian and UK & International businesses.

- RSA’s Codan business in Denmark, is jointly owned by the two parties on a 50/50 economic basis.

Timeline of the offer to buy RSA

November 2020: RSA Insurance Group Plc Board confirms receipt of an offer to buy the business from Intact and Tryg, and confirms intention to recommend the offer to shareholders.
January 2021: RSA shareholders vote to approve the takeover.
January – May 2021: All parties continue due diligence and approval processes required to reach conclusion of the deal.
June 1st 2021: Intact and Tryg formally take ownership of RSA.

Frequently asked questions

When was RSA bought?

An offer was received from Canadian firm Intact, and Danish business Tryg last year to buy RSA Insurance Group Plc. This offer was accepted by RSA’s shareholders in January 2021 and following receipt of relevant regulatory and other approvals the transaction has now completed and the ownership of RSA’s businesses has changed as described below.

What does that mean for the RSA businesses?

RSA was comprised of three divisions; Canada, Scandinavia, and UK & International (the European, Irish and Middle Eastern businesses). Tryg now owns the Swedish (Trygg-Hansa) and Norwegian (Codan) businesses and Intact owns the Canadian and UK & International businesses. RSA’s Codan business in Denmark, will be jointly owned by the two parties on a 50/50 economic basis.

What happens to holders of RSA’s ordinary shares?

The ordinary shares in RSA Insurance Group plc have been transferred to the buyer.

Where can RSA shareholders get information about their share holdings?

Shareholders of RSA Insurance Group Plc, can find out more about how their holdings were handled here.

What does the takeover mean for the credit ratings of the individual RSA businesses in future?

Ratings agencies Moody’s and S&P are reviewing their ratings of the ongoing RSA businesses, but we anticipate maintaining similar financial strength ratings of ‘A’ for our UK & International operations.

Please refer to this page where we will publish these ratings as they are confirmed by each agency.