RSA Insurance : Tender Offer - Replacement

The Tender Offer announcement released on 21 March 2017 at 12.23pm under RNS No 0896A has been reformatted to include the footnote. All material details remain unchanged. The full text is shown below.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

RSA Insurance Group plc
21 March 2017

RSA INSURANCE GROUP PLC ANNOUNCES TENDER OFFERS TO PURCHASE CERTAIN OUTSTANDING NOTES LISTED HEREIN

Invitation to Tender for purchase for Cash

by RSA INSURANCE GROUP PLC
(a public limited company incorporated in England and Wales)

to the holders of its outstanding
£500,000,000 Fixed Rate Guaranteed Subordinated Step-up Notes due 2039 (the '2039 Notes')
£375,000,000 6.701 per cent. Perpetual Guaranteed Subordinated Capital Securities (the 'Perpetual Notes')
(each a 'Series' and together, the 'Notes', the holders of which being the 'Noteholders').

on the terms and subject to the conditions set out in full in the Tender Offer Memorandum dated 21 March 2017 (the 'Tender Offer Memorandum')

RSA Insurance Group plc ('RSA' or the 'Company') has today invited Noteholders to tender their Notes for purchase by or on behalf of the Company for cash (each an 'Offer') subject to certain offer restrictions as contained in the section 'Offer and Distribution Restrictions' of the Tender Offer Memorandum. Each Offer is made on the terms of, and subject to the conditions contained in, the Tender Offer Memorandum, copies of which may be obtained by eligible Noteholders from Lucid Issuer Services Limited (the 'Tender Agent'). Capitalised terms used but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The purpose of each of the Offers is to optimise the capital structure of the Group.

The following table sets forth certain details of each of the Offers:

Noteholders should consult the Tender Offer Memorandum for more details of the Offers. The following is a brief summary of certain terms of the Offers only:

· Expiration Deadline: 4.00 p.m. (London time) on 29 March 2017, unless extended, re-opened, amended or terminated or unless any condition is waived as provided in the Tender Offer Memorandum.

· 2039 Notes Purchase Price: the 2039 Notes Purchase Price will be determined by Citigroup Global Markets Limited and HSBC Bank plc (the 'Joint Dealer Managers') at the Price Determination Time in accordance with market convention, and is intended to reflect a yield to the first call date of the 2039 Notes (being 20 May 2019) on the Settlement Date based on the 2039 Notes Purchase Yield expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards. Specifically, the 2039 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the 2039 Notes up to and including the first call date of the 2039 Notes being 20 May 2019, assuming the principal is paid on such first call date, discounted to the Settlement Date at a discount rate equal to the 2039 Notes Purchase Yield, minus (b) 2039 Notes Accrued Interest.

· Perpetual Notes Purchase Price: the Perpetual Notes Purchase Price will be determined by the Joint Dealer Managers at the Price Determination Time in accordance with market convention and is intended to reflect a yield to the first call date of the Perpetual Notes (being 12 July 2017) on the Settlement Date based on the Perpetual Notes Purchase Yield expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards. Specifically, the Perpetual Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Perpetual Notes up to and including the first call date of the Perpetual Notes being 12 July 2017, assuming the principal is paid on the first call date, discounted to the Settlement Date at a discount rate based on the Perpetual Notes Purchase Yield, minus (b) the Perpetual Notes Accrued Interest.

· Accrued Interest: In addition to the relevant Purchase Price, the Company will also pay Accrued Interest in respect of all Notes accepted for purchase pursuant to the Offers.

· Withdrawal Rights: Tender Instructions are irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The Company may accept offers in respect of both Series or only one Series of Notes. The Company is not under any obligation to accept any tender of Notes for purchase pursuant to either Offer. Tenders of Notes for purchase may be rejected in the sole discretion of the Company.

Indicative Offer Timetable

The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change. All times are London time, unless otherwise stated.

For further information, please contact:

THE JOINT DEALER MANAGERS

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which must be read carefully before any decision is made with respect to the Offers described in this announcement. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, counsel, accountant or other independent financial adviser. Noteholders whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offers. None of the Company, the Joint Dealer Managers, the Tender Agent or any of their respective affiliates, makes any recommendation as to whether or not any Noteholder should tender Notes held by them pursuant to the Offers.

This announcement and the Tender Offer Memorandum do not constitute an offer or an invitation to participate in an offer in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Company and the Joint Dealer Managers to inform themselves about and to observe any such restrictions.

Belgium

Neither the communication of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers in respect of the Notes have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ('Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten') and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended (the 'Belgian Takeover Law'). Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to 'qualified investors' in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, § 4 of the Belgian Takeover Law. The Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purposes or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the Offers in respect of the Notes have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Tender Offer Memorandum has been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ('CONSOB') pursuant to Italian laws and regulations.

The Offers are being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the 'Financial Services Act') and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the 'Issuers' Regulation'). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

Noteholders located in the Republic of Italy can tender Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with all applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

Spain

Neither the Offers nor this announcement nor the Tender Offer Memorandum constitutes the offer of securities or the solicitation of the offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), Royal Decree 1310/2005, 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007. Accordingly, neither this announcement nor the Tender Offer Memorandum has been submitted for approval and neither document has been approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores).

United Kingdom

The communication of this announcement, the communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers in respect of the Notes is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order')), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Noteholder participating in the Offers will represent that it is not located in the United States and is not participating in such Offers from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offers from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

General

This announcement and the Tender Offer Memorandum do not constitute an offer to buy or a solicitation of an offer to sell Notes, and tenders of Notes in the Offers will not be accepted from Noteholders, in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Joint Dealer Managers or its affiliate is such a licensed broker or dealer in such jurisdictions, the Offers shall be deemed to be made on behalf of the Company by the Joint Dealer Managers or such affiliate, as the case may be, and no Offer is made in any such jurisdiction where the Joint Dealer Managers or their affiliate is not so licensed.