RSA Insurance : Tender Offer

RSA Insurance Group plc

30 March 2017

RSA announces successful completion of 2017 capital actions

Scott Egan, RSA Group Chief Financial Officer said:

'We are pleased to announce the successful completion of RSA's planned 2017 capital actions. These comprised the sale of UK Legacy liabilities announced in February, now complemented in March by the retirement of £592m high coupon existing debt capital, partly refinanced with a £300m targeted issuance of new Restricted Tier 1 Notes in Scandinavia.

'These actions have further improved the Group's capital quality, lowered debt leverage, and will materially reduce interest costs.'

On 27 March, the Group issued two floating rate Restricted Tier 1 (RT1) Notes of c.£300m in aggregate size and with a blended coupon of c.4.7%, as follows:

• Swedish Krona 2,500m at 3 month Stibor +525bps (equivalent to c.4.8% coupon on issue)
• Danish Krone 650m at 3 month Cibor +485bps (equivalent to c.4.6% coupon on issue)

Proceeds of this issuance will be on-lent within the Group to finance our Scandinavian business.

On 29 March, the Group also concluded a tender offer resulting in the following debt retirements:

• Existing restricted tier 1 instrument with outstanding principal amount of £375m and coupon of 6.7% - £347m retired. The remaining £28m has a first call date of 12 July 2017.
• Tier 2 instrument with outstanding principal amount of £300m and coupon of 9.4% - £245m retired. The remaining £55m has a first call date of 20 May 2019.

The Group will issue a first quarter trading update on 4th May 2017.

- ENDS -

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About RSA

With a 300 year heritage, RSA is a multinational quoted insurance group. RSA operates three core business segments: UK & International; Scandinavia; and Canada. It has the capability to write business in over 100 countries. RSA has around 13,400 employees with net written premiums of £6.4 billion in 2015.

Important Disclaimer

This press release may contain 'forward-looking statements' with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance results, strategic initiatives and objectives. Generally, words such as 'may', 'could', 'will', 'expect', 'intend', 'estimate', 'anticipate', 'aim', 'outlook', 'believe', 'plan', 'seek', 'continue' or similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. By their nature, all forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to future events and circumstances which are beyond the Group's control, including amongst other things, UK domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation or regulations in the jurisdictions in which the Group and its affiliates operate. As a result, the Group's actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in the Group's forward-looking statements. Forward-looking statements in this press release are current only as of the date on which such statements are made. The Group undertakes no obligation to update any forward-looking statements, save in respect of any requirement under applicable law or regulation. Nothing in this press release shall be construed as a profit forecast.