On 12 June 2024, 2283485 Alberta Ltd. invited eligible holders of the £125,000,000 7.375%. cumulative irredeemable preference shares of RSA Insurance Group Limited (the "Issuer") (the "Preference Shares") to tender any and all of their Preference Shares for purchase by the Offeror for cash subject to certain offer restrictions as contained in the section "Offer and Distribution Restrictions" of the tender offer memorandum dated12June 2024 (the "Tender Offer Memorandum") (the "Tender Offer"). The Tender Offer is made on the terms of, and subject to the conditions contained in, the Tender Offer Memorandum, copies of which may be obtained by Preference Shareholders, subject to certain distribution restrictions set out below and as more fully described in the Tender Offer Memorandum, from Equiniti Limited (the "Receiving Agent").
In parallel with the Tender Offer, the Issuer convened a general meeting (the "General Meeting") to consider and, if thought fit, pass special resolutions (the "Resolutions") proposing (i) the cancellation of all the Preference Shares (the "Preference Share Cancellation") and (ii) the cancellation of the Issuer's share premium account (the "Share Premium Cancellation", and together with the Preference Share Cancellation, the "Reduction of Capital"), as further described in the circular to the shareholders of the Issuer dated 12 June 2024 (the "Shareholder Circular").