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The scheme of arrangement with RSA Insurance Group plc has become effective
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.
As previously announced, on 6 May 2021 Tryg A/S ("Tryg" or the "Company") and Intact Financial Corporation's ("Intact") received all anti-trust and regulatory approvals for the acquisition of RSA Insurance Group plc ("RSA") through Regent Bidco Limited (a wholly-owned subsidiary of Intact) ("Bidco") (the "Acquisition").
Tryg notes that today, RSA has announced that with effect from today the court-sanctioned scheme of arrangement, under which the Acquisition will be effected (the "Scheme"), has become effective in accordance with its terms. That means that the Acquisition has now been completed, pursuant to the terms of the Scheme, and that the entire issued and to be issued share capital of RSA with effect from today is now owned by Bidco.
On that basis, Tryg and Intact can now initiate the separation of the RSA business. The purpose of the separation process is, inter alia, to provide Tryg with sole legal ownership of Trygg-Hansa in Sweden and Codan in Norway with Tryg and Intact continuing to co-own Codan's Danish business on a 50/50 economic basis following the separation. The separation is intended to be completed during the first quarter of 2022. The separation process is described in more detail in section 7.3 of the Tryg rights issue prospectus dated 1 March 2021. Tryg's rights issue prospectus can be found on Tryg's website, www.tryg.com.
The announcement made by RSA today is available on RSA's website, www.rsagroup.com/investors/.
Contact information
For further information, visit tryg.com or contact:
Gianandrea Roberti, Investor Relations Officer +45 20 18 82 67 gianandrea.roberti@tryg.dk
Peter Brondt, Investor Relations Manager +45 22 75 89 04 peter.brondt@tryg.dk
Important information
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.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 (the "US Securities Act"), 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.
In any member state of the European Economic Area other than Denmark, Norway and Sweden (each a "Relevant State"), this communication is only addressed to, and is only directed at, persons in that Relevant State who fulfil the criteria for exemption from the obligation to publish a prospectus, including “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation. For the purposes of this provision, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
In the United Kingdom, this communication is being distributed only to, and is directed only at, persons who are "qualified investors" (as defined in Article 2(e) of the UK Prospectus Regulation) and who are: (i) persons having professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order; and/or (iii) persons to whom it may otherwise lawfully be communicated under the Order (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY IN THE UNITED STATES, THE UNITED KINGDOM, THE REPUBLIC OF ITALY, SWITZERLAND, AUSTRALIA, CANADA, THE ONSHORE UNITED ARAB EMIRATES, THE DUBAI INTERNATIONAL FINANCIAL CENTRE, THE ABU DHABI GLOBAL MARKET, SINGAPORE, JAPAN, HONG KONG, OR THE PEOPLE'S REPUBLIC OF CHINA. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
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