10th Apr 2014 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
RSA Insurance Group plc
10 April 2014
Results of Rights Issue
RSA Insurance Group plc (the “Company” or “RSA”) today announces that the 3 for 8 Rights Issue of 1,380,976,863 New Ordinary Shares at 56 pence per New Ordinary Share announced on 25 March 2014 closed for acceptances at 11:00 a.m. (London time) on 9 April 2014. The Company received valid acceptances in respect of 1,321,235,690 New Ordinary Shares, representing approximately 95.67 per cent. of the total number of New Ordinary Shares to be issued pursuant to the fully underwritten Rights Issue.
RSA Chief Executive Stephen Hester said:
“I am very pleased with the successful outcome of our Rights Issue announced today and would like to thank shareholders for their support. We have the tools needed to ensure that RSA fulfils its potential and delivers value for our customers and shareholders. Our focus is on implementing the strategic and operational changes outlined in February; the targets we have set and managing RSA with clarity, determination and effectiveness.”
It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 10 April 2014 and that definitive share certificates in respect of New Ordinary Shares in certificated form will be dispatched to Shareholders by no later than 17 April 2014.
It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc’s main market for listed securities on 10 April 2014.
In accordance with their obligations as Joint Bookrunners in respect of the Rights Issue, J.P. Morgan Securities plc and Merrill Lynch International will endeavour to procure subscribers for the remaining 59,741,173 New Ordinary Shares not validly taken up in the Rights Issue, failing which J.P. Morgan Securities plc and Merrill Lynch International as Underwriters have agreed to acquire, on a several basis, any remaining New Ordinary Shares.
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 56 pence per New Ordinary Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable, if any) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be paid to the Company.
A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.
| CONTACTS | ||
| RSA Insurance Group plc | ||
| Analysts & Investors | Press | |
| Rupert Taylor Rea | Louise Shield | |
| Head of Investor Relations | Director of External Communications | |
| Tel: +44 (0)20 7111 7140 | Tel: +44 (0)20 7111 7047 | |
| Email: Rupert.taylorrea@gcc.rsagroup.com | Email: louise.shield@gcc.rsagroup.com | |
| Louise Jordan | Jon Sellors | |
| Investor Relations Executive | Head of Media Relations | |
| Tel: +44 (0)20 7111 71891 | Tel: +44 (0)20 7111 7327 | |
| Email: louise.jordan@gcc.rsagroup.com | Email: jon.sellors@gcc.rsagroup.com | |
| Joint Global Coordinators, Joint Bookrunners and Joint Underwriters | ||
| BofA Merrill Lynch | J.P. Morgan Cazenove | |
| Tel: +44 (0)20 7174 4000 | Tel: +44 (0)20 7134 4255 | |
| Fraser Allen | Greg Chamberlain | |
| Tony White | Mike Collar | |
END
IMPORTANT NOTICE
This is not a prospectus but an advertisement. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Investors should not subscribe for or purchase, sell or dispose of any securities in the Company except on the basis of information in the prospectus published by the Company on 25 March 2014 (the “Prospectus”) in connection with the Rights Issue.
Capitalised terms defined in the Prospectus shall have the same meaning when used in this announcement.
This announcement is for information purposes only and is not intended to and does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction. This announcement cannot be relied upon for any investment contract or decision.
The information contained herein is not for distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada or South Africa or any other jurisdiction where to do so would constitute a violation of the securities laws of such jurisdiction. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Canada, or South Africa.
The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
The distribution of this announcement and/or the Prospectus and/or the transfer of securities into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
Each of J.P. Morgan Securities plc and Merrill Lynch International is authorised and regulated in the United Kingdom by the FCA and the PRA and is acting for RSA and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue 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 Rights Issue or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Securities plc or Merrill Lynch International by FSMA or the regulatory regime established thereunder or otherwise under law, J.P. Morgan Securities plc and Merrill Lynch International do not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by J.P. Morgan Securities plc or Merrill Lynch International in relation to the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of any investment in the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with RSA, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. To the fullest extent permissible J.P. Morgan Securities plc and Merrill Lynch International accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
In connection with the Rights Issue, each of J.P. Morgan Securities plc, Merrill Lynch International and any of their respective affiliates, acting as an investor for its own account, may take up the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments in the Rights Issue and in that capacity may retain, purchase or sell for its own account such securities and any New Ordinary Shares or related investments and may offer or sell such New Ordinary Shares or other investments otherwise than in connection with the Rights Issue. Accordingly, references in this announcement to New Ordinary Shares being offered or placed should be read as including any offering or placement of New Ordinary Shares to any of J.P. Morgan Securities plc, Merrill Lynch International or any of their respective affiliates acting in such capacity. Neither of J.P. Morgan Securities plc or Merrill Lynch International intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition J.P. Morgan Securities plc or Merrill Lynch International or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which such J.P. Morgan Securities plc, Merrill Lynch International (or their affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares.
This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
Neither the content of the Group’s website nor any website accessible by hyperlinks on the Group’s website is incorporated in, or forms part of, this announcement.
Copyright Business Wire 2014
Related Shares:
RSA.L