Recommended Cash Offer for RSA Insurance Group Plc

[Breelander]

It is now a confirmed deal, as expected at 685p.

Under the terms of the Acquisition, RSA Shareholders will be entitled to receive:

For each RSA Share
685 pence in cash
(the "Cash Consideration")

· In addition, RSA Shareholders will continue to be entitled to receive the Interim Dividend of 8 pence per RSA Share announced on 15 September 2020 and to be paid in December 2020.

viewtopic.php?p=357764#p357764

[dealtn]

It is now a confirmed deal, as expected at 685p.

Er, no it isn't. Unless "confirmed deal" means something different to you. Did you read the RNS?

[Dod101]

Well it looks like something pretty close to a confirmed deal surely? Every party is recommending it, they seem to have 15% or so already in the bag and no sign of another bidder.

I have no holding but for sentimental reasons I am sorry to see this old name apparently about to disappear.

Dod

[Breelander]

OK, it's a confirmed offer, and acceptance is recommended by the board. That's about as close to a 'done deal' as it can get until sanctioned by the courts.

[Gersemi]

Wow. I bed and ISA'd this share last year, crystalizing a loss. Subsequently I have made a gain, sheltered in my ISA. Since the original purchase (in 2010) a small gain. A pretty poor HYP share overall, but at least my timing was right!

[teecee90]

I have a small holding of RSA at an average cost price of 512.80

Am considering replacing them with Admiral, but I already hold 2 other insurers (Aviva and Legal & General), so assuming this goes through may just use the proceeds to top up other holdings. BAE is currently top of by top-up list, but todays news had made that a slightly more expensive option.

[Dod101]

I have a small holding of RSA at an average cost price of 512.80

Am considering replacing them with Admiral, but I already hold 2 other insurers (Aviva and Legal & General), so assuming this goes through may just use the proceeds to top up other holdings. BAE is currently top of by top-up list, but todays news had made that a slightly more expensive option.

Not all insurers are the same and Admiral is very different from L & G and Aviva, I think much better than Aviva actually.

Dod

[tlf67482]

Does anyone know if a date (or estimate) of when this is going though is available? Thanks

[Wizard]

Does anyone know if a date (or estimate) of when this is going though is available? Thanks

There is a link to the RNS which provides a lot of details including an envisaged timetable in the thread on the Company News board viewtopic.php?p=357764#p357764

[AJC5001]

Does anyone know if a date (or estimate) of when this is going though is available? Thanks

"It is expected that the Scheme Document, containing further information about the Transaction and notices of the Court Meeting and RSA General Meeting, together with the associated forms of proxy, will be sent to RSA Shareholders within 28 days of this announcement (or such later time as RSA, Bidco and the Panel agree) and the RSA Meetings are expected to be held as soon as practicable thereafter, expected to be in mid-January 2021. The Acquisition is 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 and antitrust authorities, the completion of the Tryg Rights Issue and the satisfaction or (where capable of waiver) the waiver of the other Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document."
https://www.investegate.co.uk/rsa-ins-grp/rsa/recommended-cash-offer-for-rsa-insurance-group-plc/202011180700096965F Wednesday 18th November

So the Scheme Document should be out by 16th December.

Adrian

[tlf67482]

Thanks for info. Current price is 675p offer price is 685p apart from the 10p difference are there any advantages/disadvantages of just selling now or waiting? Thanks

[Dod101]

Thanks for info. Current price is 675p offer price is 685p apart from the 10p difference are there any advantages/disadvantages of just selling now or waiting? Thanks

In these circumstances not really except of course if you sell now you lose the extra 10p and you will have dealing costs probably. There does not look as if there will be a rival offer so you must decide if the value of getting funds earlier is worth the additional costs.

Dod

[G3lc]

Does anyone know what the position will be with preference shares

[Gengulphus]

Thanks for info. Current price is 675p offer price is 685p apart from the 10p difference are there any advantages/disadvantages of just selling now or waiting? Thanks

In these circumstances not really except of course if you sell now you lose the extra 10p and you will have dealing costs probably. There does not look as if there will be a rival offer so you must decide if the value of getting funds earlier is worth the additional costs.

And on the flip side, if you do nothing now and the deal somehow falls through, the share price is likely to fall back to wandering around between about 400p and 500p, as it was doing before this bid appeared. It doesn't look at all likely to fall through, but that's basically a major reason for the disparity between the extra 10p that one might make and the very roughly 200p that one might lose by not selling. Or looked at another way, what you're getting for the 10p you forgo by selling now is not just the value of getting funds earlier, but also insurance against the deal somehow falling through.

Gengulphus

[Gengulphus]

Does anyone know what the position will be with preference shares

All that a search for "preference" in the RNS announcement of the offer reveals is:

14. RSA Preference Shares

RSA has in issue 125,000,000 RSA Preference Shares which are listed on the Official List of the London Stock Exchange. With the consent of the Panel, no separate offer will be made for the RSA Preference Shares.

There might well be more about them in the Scheme Document when it appears.

I must admit that I don't really understand exactly what that quote means - but since this board's guidance discourages discussion of preference shares, I'd suggest taking any follow-up questions about them to viewtopic.php?p=357764#p357764.

Gengulphus

[Dod101]

Does anyone know what the position will be with preference shares

All that a search for "preference" in the RNS announcement of the offer reveals is:

14. RSA Preference Shares

RSA has in issue 125,000,000 RSA Preference Shares which are listed on the Official List of the London Stock Exchange. With the consent of the Panel, no separate offer will be made for the RSA Preference Shares.

There might well be more about them in the Scheme Document when it appears.

I must admit that I don't really understand exactly what that quote means - but since this board's guidance discourages discussion of preference shares, I'd suggest taking any follow-up questions about them to viewtopic.php?p=357764#p357764.

Gengulphus

Presumably the potential buyers are happy just to leave the Prefs in place and treat them as a sort of borrowed capital. It is the voting rights they will want no doubt.

Dod

[88V8]

Does anyone know what the position will be with preference shares

See https://lemonfool.co.uk/viewtopic.php?f ... &start=440 from #360064 onwards.

V8

[tlf67482]

I have received a corporate action from my nominee account asking me to vote on the offer. The default is not to vote as I have never had this specific type of corporate action before and even though I was hoping I could just skim read the massive PDF explaining but failing to easy indicate how the corporate action matches to the options I am given to vote with am I correct if I do nothing and leave it at the default of do not vote this will not leave me in some kind of limbo? i.e. assuming the majority vote for the cash offer it will go through regardless that I decided to not to vote? Thanks

[dealtn]

I have received a corporate action from my nominee account asking me to vote on the offer. The default is not to vote as I have never had this specific type of corporate action before and even though I was hoping I could just skim read the massive PDF explaining but failing to easy indicate how the corporate action matches to the options I am given to vote with am I correct if I do nothing and leave it at the default of do not vote this will not leave me in some kind of limbo? i.e. assuming the majority vote for the cash offer it will go through regardless that I decided to not to vote? Thanks

I believe it just requires a majority (regardless of which way you vote, or whether you vote at all).

[Gengulphus]

I have received a corporate action from my nominee account asking me to vote on the offer. The default is not to vote as I have never had this specific type of corporate action before and even though I was hoping I could just skim read the massive PDF explaining but failing to easy indicate how the corporate action matches to the options I am given to vote with am I correct if I do nothing and leave it at the default of do not vote this will not leave me in some kind of limbo? i.e. assuming the majority vote for the cash offer it will go through regardless that I decided to not to vote? Thanks

At a guess, the massive PDF is the "Scheme Document" https://www.rsagroup.com/media/tp5ltptu ... cument.pdf (which will probably require you to get past a disclaimer to access it). Skim-reading such documents isn't at all easy until you've found your way around a few and know the general structure of them. A better technique is to do a computer search of the document for suitable key words, trying a different one if you get too many results. In this case, I tried "vot" first (to get "vote" and "voting") and got 282 results - rather a lot to work through, even skimming! - and then decided to search for "majority". That got just 12 results, and working through them quickly found the following two quotes on pages 19 and 40 respectively:

In order to approve the terms of the Acquisition, the required majority of Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and the required majority of RSA Shareholders will need to vote in favour of the Special Resolutions at the General Meeting.

The approval required at the Court Meeting is a majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person (where permitted by the Chair of the Court Meeting), remotely (via the Virtual Meeting Platform) or by proxy, representing 75% or more in value of the Scheme Shares voted by such Scheme Shareholders.

That doesn't find anything saying what the required majority is for passing the Special Resolutions at the General Meeting, but searching for "Special Resolution" gets 25 results, which can be skimmed through fairly quickly, and the 10th of them finds the information on page 41:

The approval required for the Special Resolutions to be passed is at least 75% of the votes cast on such resolution.

So basically there are three conditions for the takeover to go through:

* A simple majority of shareholders voting in favour at the Court Meeting. (Note though that I'm fairly certain that "shareholders" here means the legal owners of the registered shareholdings. If I'm right about that, it implies that if you hold your shares in certificated form or in a CREST account, you are a "shareholder" for this purpose; if however you hold them in a nominee account, you're not - instead, your broker's nominee company is.)

* A 75% majority of shares voted in favour at the Court Meeting.

* A 75% majority of shares voted in favour at the General Meeting.

Incidentally, after a few takeovers done by a scheme of arrangement one finds that these conditions are absolutely standard: such takeovers always involve a Court Meeting and a General Meeting, with those majorities required. There is one other type of takeover, done by an offer: the two types can be distinguished by the fact that shareholders of the company being taken over don't vote at any sort of official meeting; instead, they just individually decide whether they want to accept the offer. So basically, you'll get a chance to "vote" on one type, with the options basically being to vote in favour, against, or withhold one's vote, and a chance to "accept" on the other with the options being either to accept or not (you generally simply do nothing in order not to accept, though some nominee brokers might ask you to do something more active).

Gengulphus