Part 26 of the Companies Act 2006 On 18 November 2020, the boards of directors of RSA Insurance Group plc ( RSA ), Regent Bidco Limited ( Bidco ) (a wholly-owned subsidiary of Intact Financial Corporation ( Intact )) and Tryg A/S ( Tryg ) announced that they had agreed the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of RSA (the Acquisition ), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme ). The circular in relation to the Scheme (the Scheme Document ) was published and posted to RSA Shareholders on 16 December 2020.
A
Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient: 1. Obtains access to the information in a personal capacity; 2. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services; 3. Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body; 4. Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Part 26 of the Companies Act 2006 RSA Insurance Group plc ( RSA ) announces that at the Court Meeting and General Meeting held earlier today in connection with the recommended cash offer by Regent Bidco Limited ( Regent ) (a wholly-owned subsidiary of Intact Financial Corporation), pursuant to which Regent will acquire the entire issued and to be issued share capital of RSA (the Acquisition ) to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme ):
(A) the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and
(B) the requisite majority of RSA Shareholders voted to pass the Special Resolutions to implement the Scheme, including the amendment to RSA s articles of association and the re-registration of RSA as a private limited company under the Companies Act 2006, at the General Meeting.
About Paul Manduca Paul is currently Chairman of Prudential plc, a position he has held since July 2012, having joined the Board as Senior Independent Director in October 2010. He is due to step down from Prudential plc on 31 December 2020. He has served as chairman of the Association of Investment Companies (1991 to 1993), founding CEO of Threadneedle Asset Management Limited (1994 to 1999), global CEO of Rothschild Asset Management (1999 to 2002), and director of Eagle Star and Allied Dunbar, as well as holding the offices of European CEO of Deutsche Asset Management (2002 to 2005), chairman of Bridgewell Group plc and a director of Henderson Smaller Companies Investment Trust plc.
Disablement of CREST in respect of RSA Shares
6:30 p.m. on D+1 Business Day
Suspension of dealings in RSA Shares
by 7:30 a.m. on D+2 Business Days
Effective Date of the Scheme
D+2 Business Days
by 7:30 a.m. on D+3 Business Days
Latest date for despatch of cheques and crediting of CREST accounts for the Cash Consideration
within 14 days of the Effective Date
Long Stop Date
18 November 2021 (1) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable). References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to RSA Shareholders by announcement through a Regulatory Information Service.