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

Tryg A/SAnnouncement

13/05/2021 16:25

RNS Number : 5913Y
  
Intact Financial Corporation
  
13 May 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.
FOR IMMEDIATE RELEASE
13 May 2021
Intact Financial Corporation
Recommended Cash Offer for RSA Insurance Group plc
Intact Financial Corporation Announces Medium Term Note Offerings and Anticipated Redemptions
Further to the publication of the scheme document in relation to the recommended cash offer for RSA Insurance Group plc ("RSA") (the "Acquisition") on 16 December 2020 (the "Scheme Document"), Intact Financial Corporation ("Intact") announced today that it intends to issue a minimum of CAD$350 million aggregate principal amount of Series 11 unsecured medium term notes (the "Series 11 Notes"), a minimum of CAD$350 million aggregate principal amount of Series 12 unsecured medium term notes (the "Series 12 Notes"), and a minimum of CAD$200 million aggregate principal amount of Series 13 unsecured medium term notes (the "Series 13 Notes") (collectively, the "Notes"), subject to market conditions. The Notes will be direct unsecured obligations of Intact and will rank equally with all other unsecured and unsubordinated indebtedness of Intact.
The Series 11 Notes are expected to mature on 21 May 2024, the Series 12 Notes are expected to mature on 18 May 2028, and the Series 13 Notes are expected to mature on 20 May 2053. The Notes are being offered by way of private placement to accredited investors in Canada (the "Private Placement"). 
Intact intends to use the net proceeds from the Private Placement to fund the intended early redemption of the £350 million Senior 1.625 per cent. notes due 28 August 2024 (the "RSA Senior Notes") issued by RSA after Completion of the Acquisition, and to fund the intended early redemption of Intact's CAD$300 million Series 4 unsecured medium term notes due 18 August 2021 (the "Series 4 Notes"). A portion of the net proceeds may instead be used by Intact to fund a portion of the purchase price for the Acquisition (and in connection therewith to replace a portion or all of the remaining Intact Bridge Facilities) in the event that certain regulatory approvals related to a portion of the previously announced equity investment in Intact by Caisse de dépôt et placement du Québec are not received prior to the Completion of the Acquisition. If the net proceeds of the Private Placement are (i) insufficient to fully fund such redemptions, Intact currently intends to use available cash resources or undertake further financings to satisfy such shortfall or (ii) greater than the amount required by Intact as noted above, any such excess net proceeds will be used by Intact for general corporate purposes.  
Following Completion of the Acquisition and the anticipated redemption of the RSA Senior Notes and the Series 4 Notes, Intact expects its debt-to-total-capital ratio to be below 26% as at 30 June 2021.
This announcement does not constitute a notice of redemption. If a decision is made to redeem the RSA Senior Notes and/or the Series 4 Notes, formal notice will be provided in accordance with the terms and conditions of the relevant securities.
The Notes, offered on a best efforts basis through a syndicate co-led by CIBC World Markets Inc., TD Securities Inc., and BMO Nesbitt Burns Inc., are expected to be issued on or about 18 May 2021. The closing of the Private Placement will be subject to certain customary conditions, including, but not limited to, the execution of an agency agreement with the syndicate.
If (i) Completion of the Acquisition has not occurred prior to 11:59 p.m. (London time) on 31 December 2021, or (ii) in certain circumstances where: (a) the Scheme lapses or is withdrawn, or (b) if the Acquisition is implemented by way of a takeover offer, such takeover offer lapses, terminates or is withdrawn, then Intact will be required to redeem the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption.
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 press release 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 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. A copy of the dealer agreement anticipated to be entered into between Intact and, amongst others, CIBC World Markets Inc., TD Securities Inc. and BMO Nesbitt Burns Inc. in relation to the Private Placement will be uploaded to Intact's website at www.intactfc.com by 12 noon (UK time) on the business day following its execution.
Capitalised terms not defined herein 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 is made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which contains the full terms and conditions 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 Private Placement, including the minimum aggregate principal amounts of the Notes, the closing of the Private Placement, the expected maturity dates of the Notes and the expected use of the net proceeds of the Private Placement, and the Acquisition, including the Completion 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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