RSA Insurance : Pricing of £350,000,000 1.625% senior notes

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

RSA Insurance Group plc
20 August 2019

RSA INSURANCE GROUP PLC ANNOUNCES PRICING OF £350,000,000 1.625% SENIOR NOTES

RSA Insurance Group plc ('RSA') is pleased to announce the successful pricing of its offering of £350,000,000 in aggregate principal amount of Senior Notes due 2024 (the 'Notes') at an issue price of 99.753%. The Notes will bear interest at a rate of 1.625% per annum and will mature on 28 August 2024. The proceeds of the Notes will be used for general corporate purposes.

The Notes are expected to be issued on or around 28 August 2019.

This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

The Notes will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes will be only offered and sold to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act.

Any investment decision made in connection with the Notes MUST be based solely on the information contained in the final prospectus to be published in relation to the issue of the Notes (the 'Prospectus'). The Prospectus is expected to be approved by the Financial Conduct Authority ('FCA') on or around 23 August 2019 and will be available to view via the National Storage Mechanism and via the Regulatory Information Service.

Please note that the information contained in the Prospectus is addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside those countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein. No action has been taken that would, or is intended to, permit a public offer of the Notes in any country or jurisdiction where any such action for that purpose is required.

Stabilisation in respect of the Notes may be conducted in accordance with FCA and International Capital Market Association Rules.

For further information, please contact:

Rupert Taylor Rea
Group Financial Performance & Investor Relations Director
RSA Insurance Group plc
20 Fenchurch Street, London, EC3M 3AU
Direct: [phone]
Email: [e-mail]

LEI: 549300HOGQ7E0TY86138

About RSA Insurance Group plc

With a 300-year heritage, RSA is a multinational quoted insurance group. RSA operates three core business segments: Canada, Scandinavia and UK & International; and has the capability to write business in over 100 countries. RSA has around 12,200 employees with net written premiums of £6.5 billion in 2018.