Slaughter and May advised RSA Insurance Group plc on its issue of SEK 2,500,000,000 and DKK 650,000,000 Floating Rate Perpetual Restricted Tier 1 Contingent Convertible Notes. The issuance is the first public Solvency II compliant Restricted Tier 1 issuance by a UK insurer. The Notes are convertible into ordinary shares of RSA Insurance Group plc upon the occurrence of certain conversion trigger events. The Notes are listed on the Global Exchange Market of the Irish Stock Exchange. Citigroup and HSBC acted as joint structuring advisers and Citigroup, Danske Bank and HSBC acted as joint lead managers for the issuance.
Slaughter and May also advised RSA Insurance Group plc on a cash tender offer for its £500,000,000 Fixed Rate Guaranteed Subordinated Step-up Notes due 2039 (the “2039 Notes”) and its £375,000,000 6.701 per cent. Perpetual Guaranteed Subordinated Capital Securities (the “Perpetual Notes”). RSA received valid tenders of £244,748,000 in aggregate nominal amount of the 2039 Notes and £347,045,000 in aggregate nominal amount of the Perpetual Notes, and accepted all such tendered 2039 Notes and Perpetual Notes for purchase. Citigroup and HSBC acted as joint dealer managers for the tender offer.
The Slaughter and May team, led by partner Guy O’Keefe, advised RSA Insurance Group plc alongside its in-house team led by Charlotte Heiss (Group Chief Legal Officer) and Yvonne Lee (Senior Legal Counsel).