REG - Intact Financial Cp. RSA Ins Grp Tryg A/S - Update re Recommended Cash Offer for RSA Insurance

Tryg A/SAnnouncement

29/03/2021 07:05

RNS Number : 7151T
  
Intact Financial Corporation
  
29 March 2021
  
 

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.
RELEASED ON 26 MARCH 2021 IN ACCORDANCE WITH RULE 30.1 OF THE TAKEOVER CODE 
Intact Financial Corporation
Recommended Cash Offer for RSA Insurance Group plc
Intact Financial Corporation Announces CAN$250 million Fixed-To-Fixed Rate Subordinated Notes Offering
Further to the publication of the scheme document in relation to the recommended cash offer for RSA Insurance Group plc (the "Acquisition") on 16 December 2020 (the "Scheme Document"), Intact Financial Corporation ("Intact") announced that it has agreed to issue CAN$250 million principal amount of 4.125% fixed-to-fixed rate subordinated notes, series 1, due 31 March 2081 (the "Notes"). 
The Notes will be converted automatically into Non-Cumulative Class A Shares, series 10 of Intact upon certain bankruptcy or insolvency related events as specified in the trust indenture for the Notes. The Notes are being offered by way of private placement to accredited investors that are not individuals in each of the provinces of Canada (the "Private Placement").  
The net proceeds from the Private Placement will be used by Intact to fund a portion of the purchase price for the Acquisition, and in connection therewith to replace a portion of the Intact Bridge Facilities. If the Acquisition is not completed, the net proceeds of the Private Placement will be used by Intact for general corporate purposes.
The Notes, offered on an underwritten basis through a syndicate of underwriters (collectively, the "Underwriters") co-led by CIBC Capital Markets, National Bank Financial Markets, and TD Securities, are expected to be issued on or about 31 March 2021. 
In consideration for their services in connection with the Private Placement, Intact has agreed to pay the Underwriters a fee equal to 0.75% of the aggregate principal amount of the Notes. The underwriting agreement entered into between Intact and the Underwriters (the "Underwriting Agreement") provides that Intact will indemnify the Underwriters and certain others against certain liabilities, expenses and other matters relating to the Private Placement.
The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy such securities in the United States or in any other jurisdiction where such offer is unlawful. 
A copy of this announcement and the Underwriting Agreement will be uploaded to Intact's website at www.Intactfc.com by 12 noon (UK time) on the business day following the date of this announcement.
Capitalised terms not defined here in have the same meanings given to them in the Scheme Document. 
Enquiries:
Intact Financial Corporation



Ken Anderson, SVP, Investor Relations & Corporate Development
Ryan Penton, Director, Investor Relations
Diane Flanagan, VP, Corporate Affairs & Communications
 


+ 1 855 646 8228 ext 87383 
+ 1 416 316 3495
+ 1 647 456 7931




Barclays (lead financial adviser to Intact) 
Derek Shakespeare 
Mike Lamb
Jacquelyn Titus 
Krit Chaiwatanatorn
Kunal Bidani 
 


+ 44 (0) 20 7623 2323




Tulchan Communications (communications adviser to Intact)
Simon Pilkington
Tom Murray
Sheebani Chothani 
 


+ 44 (0) 20 7353 4200



Further Information 
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Intact and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Intact for providing advice in relation to the Offer or any other matters referred to in this announcement.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays will continue to act as exempt principal trader in RSA securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction. 
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any voting decision in respect of, or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).
Cautionary note about forward-looking statements 
This news release includes "forward looking statements". The forward-looking statements contained in this announcement include statements relating to the expected closing of the Private Placement and the use of the net proceeds thereof, and other statements other than historical facts. Forward looking statements often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. You should not place undue reliance on these forward-looking statements, which reflect the current views of Intact, are subject to risks and uncertainties about Intact and are dependent on many factors, some of which are outside of Intact's control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different. Except as required by law, Intact undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 
 

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