Announcement of results of court meeting and general meeting
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
|To NASDAQ Copenhagen
18 January 2021
|Announcement of results of court meeting and general meeting
Tryg A/S ("Tryg" or the "Company") has today been notified that at the RSA Court Meeting and RSA General Meeting, the shareholders of RSA Insurance Group plc ("RSA") have voted in favour of the recommended cash offer by Regent Bidco Limited ("Bidco") (a wholly-owned subsidiary of Intact Financial Corporation ("Intact")), 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 under Part 26 of the UK Companies Act 2006 (the "Scheme").
The requisite majority of Scheme Shareholders voted to approve the Scheme at the RSA Court Meeting.
The requisite majority of RSA Shareholders voted to approve the passing of special corporate resolutions to implement the Scheme at the RSA General Meeting.
Full details of the resolutions passed are set out in the notices of the RSA Court Meeting and RSA General Meeting contained in the scheme document published on 16 December 2020 in relation to the Acquisition (the "Scheme Document"), which is available on RSA's website at https://www.rsagroup.com/investors/ , on Tryg's website at https://tryg.com/en/potential-cash-offer-rsa-insurance-group-plc and on Intact's website at www.intactfc.com .
The outcome of the RSA Court Meeting and the RSA General Meeting means that all required shareholder approvals for the Acquisition have been obtained. However, the Scheme (and consequently completion of the Acquisition) is still subject to satisfaction (or waiver) of a number of Conditions set out in the Scheme Document, including completion of the previously announced Tryg rights issue, the Court sanctioning the Scheme and obtaining a number of regulatory approvals.
Defined terms used in this announcement shall, unless otherwise defined herein, have the same meanings as set out in the Scheme Document.
For further information, visit tryg.com or contact:
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
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.
Tryg is one of the largest insurance companies in the Nordic region with activities in Denmark, Norway and Sweden. Tryg provides peace of mind and value for more than 4 million customers on a daily basis. Tryg is listed on NASDAQ Copenhagen and 53% of the shares are held by TryghedsGruppen smba. TryghedsGruppen, annually, contributes around DKK 600m to peace of mind purposes via TrygFonden.
Notice to U.S. shareholders
This announcement does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. The securities referred to herein have not been, and will not be, registered under the US Securities Act, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. This notice is issued pursuant to Rule 135c of the Securities Act.
Cautionary note about forward-looking statements
This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Transaction, and other information published by Bidco, Intact, Tryg and/or RSA contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, Intact, Tryg and/or RSA (as applicable) about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
Forward looking statements often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning, and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved (or, in each case, their negative or other variations). You should not place undue reliance on these forward-looking statements, which reflect the current views of Bidco, Intact, RSA and Tryg, are subject to risks and uncertainties about Bidco, Intact, RSA and Tryg and are dependent on many factors, some of which are outside of Bidco's, Intact's RSA's and Tryg’s control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different. Except as required by law, Bidco, Intact, RSA and Tryg undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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