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RECOMMENDED CASH OFFER FOR RSA INSURANCE GROUP PLC BY REGENT BIDCO LIMITED (a wholly-owned subsidiary of Intact Financial Corporation) AND ASSOCIATED SEPARATION OF RSA'S SCANDINAVIAN BUSINESS

Tryg A/S
·7-min read

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES.

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION RELATING TO TRYG A/S.

The boards of Regent Bidco Limited ("Bidco"), a wholly-owned subsidiary of Intact Financial Corporation ("Intact"), Tryg A/S ("Tryg"), and RSA Insurance Group plc ("RSA"), are pleased to announce that they have reached an agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of RSA (the "Acquisition"), and the associated separation of RSA's Scandinavian business following completion.

Pursuant to the transaction, Intact will acquire RSA's Canadian, UK and International operations. Tryg will acquire RSA’s Swedish and Norwegian Businesses, and Intact and Tryg will co-own RSA's Danish Business on a 50/50 economic basis.

Highlights of the Acquisition

  • The cash consideration (which excludes RSA's interim dividend) under the terms of the Acquisition values the entire issued and to be issued share capital of RSA at approximately £7.2bn on a fully diluted basis.

  • The total consideration comprises of £4.2bn to be contributed by Tryg, and £3.0bn to be contributed by Intact.

  • The Acquisition represents a unique opportunity for Tryg to acquire a high quality non-life insurance business, becoming the largest P&C insurance company in Scandinavia.

  • Synergies are expected to reach DKK 900m (pre-tax) in 2024, driven by Tryg’s proven experience and integration expertise.

  • Deliver value for shareholders with expected ~7% ROI and high teens EPS accretion by 2023.

  • Significant long-term potential to increase the ordinary dividend.

  • Tryg intends to launch a Rights Issue for an aggregate amount of approximately DKK 37bn (the "Rights Issue"). The Rights Issue will be fully underwritten by Morgan Stanley & Co. International plc ("Morgan Stanley") and Danske Bank A/S ("Danske Bank").

  • As part of the capital raise, TryghedsGruppen has provided an irrevocable undertaking to commit ~DKK 6bn, with the aim to increase to ~DKK 9bn following additional asset sales, and subscribe for further new shares in rights issue (in addition to above) on cash neutral basis. TryghedsGruppen’s shareholding is expected to stand at ~45% at closing (based on the current Tryg share price), increasing to >50% over the medium-term.

  • The Acquisition is currently expected to complete during the second quarter of 2021, subject to receipt of the relevant approvals or clearances from the RSA shareholders, the Tryg shareholders and the relevant regulatory, antitrust authorities, the completion of the Tryg Rights Issue and the satisfaction or (where capable of waiver) the waiver of the other conditions.

All related material can be downloaded on https://tryg.com/en/potential-cash-offer-rsa-insurance-group-plc shortly after the time of release.

Contact information

  • Gianandrea Roberti, Head of Investor Relations +45 20 18 82 67 gianandrea.roberti@tryg.dk

  • Peter Brondt, Investor Relations Manager +45 22 75 89 04 peter.brondt@tryg.dk

  • Tanja Frederiksen, Head of Communications +45 51 95 77 78 tanja.frederiksen@tryg.dk

This announcement includes "forward-looking statements", which include all statements other than statements of historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Tryg's control that could cause the actual results, performance or achievements of Tryg to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

Danske Bank is regulated by the Danish Financial Supervisory Authority. Danske Bank is acting exclusively for Tryg and no one else in connection with the Rights Issue, the contents of this announcement and other matters described in this announcement. Danske Bank will not regard any other person as their respective client in relation to the Rights Issue, the content of this announcement and other matters described in this announcement and will not be responsible to anyone other than Tryg for providing the protections afforded to its clients or for providing advice to any other person in relation to the Rights Issue, the content of this announcement or any other matters referred to in this announcement.

Morgan Stanley is authorised by the Prudential Regulatory Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. Morgan Stanley is acting exclusively for Tryg and no one else in connection with the Rights Issue, the contents of this announcement and other matters described in this announcement. Morgan Stanley will not regard any other person as their respective client in relation to the Rights Issue, the content of this announcement and other matters described in this announcement and will not be responsible to anyone other than Tryg for providing the protections afforded to its clients or for providing advice to any other person in relation to the Rights Issue, the content of this announcement or any other matters referred to in this announcement.

This announcement has been issued by and is the sole responsibility of Tryg. Apart from the responsibilities and liabilities, if any, that may be imposed on Morgan Stanley by the Financial Services And Markets Act 2000, Danske Bank and Morgan Stanley do not accept any responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by any party referred to in this announcement, 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 future. Danske Bank and Morgan Stanley accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this document and any such statement.

In connection with the Rights Issue, each of Danske Bank, Morgan Stanley and any of their respective affiliates or any person acting on its or their behalf, may take up a portion of the shares offered in a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of Tryg or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Rights Issue. Accordingly, references in this announcement to Rights Issue shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in Tryg to Danske Bank, Morgan Stanley and/or any of their respective affiliates or any person acting on its or their behalf acting in such capacity. In addition, Danske Bank, Morgan Stanley and/or any of their respective affiliates or any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which Danske Bank, Morgan Stanley and/or any of their respective affiliates or any person acting on its or their behalf may from time to time acquire, hold or dispose of such securities of Tryg, including the Rights Issue shares. Furthermore, in the event that Danske Bank or Morgan Stanley acquire shares in Tryg in the Rights Issue, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Neither Danske Bank, Morgan Stanley or any of their respective affiliates or any person acting on its or their behalf intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

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