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Offer Talks Terminated

21st Sep 2015 07:00

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.

21 September 2015

RSA Insurance Group plc (“RSA”)

The Board of RSA notes the trading update and the Rule 2.8 announcement published by Zurich Insurance Group (“Zurich”). As a result of recent deterioration in the trading performance of Zurich’s General Insurance business, Zurich has terminated discussions with RSA regarding a possible offer.

Zurich has confirmed to RSA that the due diligence findings were in line with their expectations and, while the process had not been finally concluded, they had not found anything that would have prevented them from proceeding with the transaction on the terms announced on 25 August 2015.

Zurich’s interest in acquiring RSA, which was announced on 28 July 2015, was unsolicited. Since that time, RSA has continued to make good progress in the delivery of its Action Plans, as evidenced by our half year results. Trading results for July and August have been positive and ahead of our expectations. Additionally, we have announced the sale of our Latin America business, the principal outstanding piece of our strategic refocus programme.

The Board and management of RSA look forward to the future with confidence in its prospects and to next updating the market at the Q3 interim management statement on 5 November 2015.

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 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.

About RSA

With a 300 year heritage, RSA is a multinational quoted insurance group. RSA has core operations in the UK & Ireland, Scandinavia, and Canada, 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.

Issued by RSA Insurance Group plc, 20 Fenchurch Street, London, EC3M 3AU

View source version on businesswire.com: http://www.businesswire.com/news/home/20150920005071/en/

Copyright Business Wire 2015


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