ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH RSA INSURANCE GROUP PLC REGARDS AS UNDULY ONEROUS.
Offer for RSA Insurance Group plc (“RSA") by Intact Financial Corporation and Tryg A/S (the “Consortium”) (the “Offer”).
Access to the Information
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Offer. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. RSA reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of RSA.
To allow you to view information about the Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer.
The information contained in this part of the website does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to an offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. An offer will be made solely by means of an offer document or scheme document which will contain the full terms and conditions of such offer including details on how it may be accepted. Any decision made in relation to an offer should be made solely and only on the basis of the information provided in any such document.
NO OFFER CAN BE VALIDLY ACCEPTED BY RSA SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE. RSA SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.
Overseas jurisdictions
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident outside of the United Kingdom (the “UK”) who wish to view the information contained in this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
The materials contained in this part of the website are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
This part of the website contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers, and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this part of the website.
Additional U.S. information
The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this part of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since RSA is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue RSA or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel RSA and its respective affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court.
Forward-Looking Statements
This part of the website and the information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of RSA and its subsidiaries and subsidiary undertakings (together, the “RSA Group”).
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of RSA and the RSA Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of RSA and the RSA Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this part of the website. These factors include, but are not limited to: UK domestic, European and global economic business conditions; market-related risks such as fluctuations in interest rates and foreign exchange rates; the policies and actions of governments, central banks and regulatory authorities (including changes related to capital and solvency requirements (whether in the UK, Europe or globally); the impact of competition, inflation, deflation; the timing impact and other uncertainties of future acquisitions or combinations within relevant industries; and the impact of tax and other legislation or regulations in the jurisdictions in which the RSA Group and its affiliates operate.
All forward-looking statements contained in this part of the website are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in RSA’s latest annual report, interim results, trading updates and other announcements (available at RSA’s corporate website). These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. RSA undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this part of the website.
Unless expressly stated otherwise, no statement contained or referred to in this part of the website is intended to be a profit forecast.
Responsibility
In relation to any materials related to the Offer that are accessible on this part of the website, please note any statement of responsibility contained therein.
The documents included in this part of the website issued or published by RSA speak only at the specified date of the relevant document and RSA has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any announcements or other related materials issued or published by the Consortium, or which relate to the Consortium or their groups, that are accessible on this website, the only responsibility accepted by RSA and its directors is for the correctness and fairness of its reproduction.
Neither the directors of RSA nor RSA itself, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.
Other
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
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