Tryg A/S initiates rights situation and publishes prospectus

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2021-03-01 13:03:00

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, OR INTO THE UNITED STATES.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE REPUBLIC OF ITALY, SWITZERLAND, AUSTRALIA, CANADA, THE ONSHORE UNITED ARAB EMIRATES, THE DUBAI INTERNATIONAL FINANCIAL CENTRE, THE ABU DHABI GLOBAL MARKET, SINGAPORE, JAPAN, HONG KONG, THE PEOPLE’S REPUBLIC OF CHINA OR IN ANY JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR, PURCHASE, OR OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY OF THE SECURITIES REFERRED TO HEREIN EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Tryg A/S initiates rights situation and publishes prospectus

Tryg A/S (“Tryg” or the “Firm“) at this time broadcasts the launch of a rights situation (the “Providing“) at a subscription ratio of seven:6 and subscription worth of DKK 105 per new share (the “Subscription Worth“). The Providing includes 352,505,989 new shares (“New Shares“), that are issued with pre-emptive subscription rights (the “Preemptive Rights“) for the Firm’s present shareholders (the “Present Shareholders“). A prospectus concerning the Providing is obtainable on the Firm’s web site: https://tryg.com/en/emission (topic to sure restrictions) (the “Prospectus“).

Outlined phrases used on this announcement shall, except in any other case outlined herein, have the identical meanings as set out within the Prospectus.

The important thing phrases of the Providing are the next:

  • The Providing includes 352,505,989 New Shares with a nominal worth of DKK 5 every.

  • The Subscription Worth is DKK 105 per New Share.

  • The gross proceeds of the Providing will probably be DKK 37,013,128,845 in complete.

  • The Providing is totally underwritten by an underwriting syndicate consisting of Danske Financial institution A/S (“Danske Financial institution“) and Morgan Stanley & Co. Worldwide plc (“Morgan Stanley“) as joint international coordinators and joint bookrunners (the “Joint International Coordinators“) and Citigroup International Markets Europe AG (“Citi“), HSBC Continental Europe (“HSBC“) and Nordea Danmark, filial af Nordea Financial institution Abp, Finland (“Nordea“) as joint lead managers (the “Joint Lead Managers” and collectively with the Joint International Coordinators, the “Managers“).

  • Tryg’s majority shareholder, TryghedsGruppen, has irrevocably undertaken in the direction of Tryg and every of the Joint International Coordinators in reference to the Providing to (i) subscribe for New Shares on the Subscription Worth for a money quantity of roughly DKK 12.6 billion, and (ii) along with the money quantity in (i), take part within the Providing on a money impartial foundation (please discuss with the part “Underwriting and subscription commitments” on this announcement for additional data).

  • The Providing is made at a subscription ratio of seven:6.

  • Every holder of Present Shares registered with VP Securities on 5 March 2021 at 5.59 p.m. CET as a shareholder in Tryg will probably be allotted 7 Preemptive Rights for every Present Share held in Tryg. For each 6 Preemptive Rights, the holder is entitled to subscribe for one (1) New Share on the Subscription Worth.

  • The Preemptive Rights have been accepted for buying and selling and official itemizing on Nasdaq Copenhagen underneath the interim ISIN code DK0061534450.

  • The subscription interval for New Shares commences on 8 March 2021 at 9:00 a.m. CET and closes on 19 March 2021 at 5:00 p.m. CET (the “Subscription Interval“).

  • The Preemptive Rights will be traded within the interval commencing 4 March 2021 at 9:00 a.m. CET and closes on 17 March 2021 at 5:00 p.m. CET (the “Rights Buying and selling Interval“).

  • The Interim Shares will probably be issued underneath an interim ISIN code DK0061534534 and have been conditionally accepted for admission to buying and selling and official itemizing on Nasdaq Copenhagen within the interim ISIN code as from 4 March 2021 at 9:00 a.m. CET and are anticipated to be traded within the interim ISIN code underneath the image “TRYG N” till 26 March 2021 at 5:00 p.m. CET.

  • Any Preemptive Rights that haven’t been exercised throughout the Subscription Interval will lapse with no worth, and the holder of such Preemptive Rights is not going to be entitled to any compensation. As soon as a holder of Preemptive Rights has exercised such rights and subscribed for New Shares, such subscription can’t be withdrawn or modified by the holder, besides as set forth within the Prospectus.

  • Present Shares traded after 3 March 2021 will probably be traded with out Preemptive Rights, supplied that the Present Shares are traded at customary two-day settlement.

Reference is made to the Prospectus in its entirety for an outline of the Firm and the Providing.

Purpose for the Providing and use of proceeds
The aim of the Providing is for Tryg to boost funds to finance its contribution to the money consideration for the acquisition by Intact Monetary Company of the whole issued and to be issued capital of RSA Insurance coverage Group plc (“RSA“) (the “Acquisition“) and related separation of RSA’s Scandinavian enterprise whereby Intact Monetary Company will retain RSA’s Canadian, UK and worldwide operations. Tryg will retain RSA’s Swedish and Norwegian companies and Intact Monetary Company and Tryg will co-own RSA’s Danish enterprise on a 50:50 financial foundation. Therefore, nearly all of the proceeds from the Providing (as much as DKK 36,685,090,866.97) will probably be used to pay the consideration payable by Tryg underneath the Tryg SPA for the Tryg Consideration Shares at completion of the Acquisition. The funds payable by Tryg underneath the Tryg SPA shall be paid in GBP and the particular quantity payable by Tryg will probably be calculated in accordance with the phrases of the Tryg SPA (anticipated to quantity to roughly GBP 4.2 billion, equivalent to as much as DKK 36,685,090,866.97, based mostly on the trade charges agreed underneath sure deal-contingent FX ahead agreements entered into between Tryg and every of Danske Financial institution and Morgan Stanley). The remaining a part of the proceeds from the Providing will probably be used to cowl a part of the charges payable by Tryg in reference to the Providing to the Managers. Any remaining charges and value reimbursements payable to the Managers and Tryg’s different advisers will probably be paid utilizing different funds held by Tryg.

The a part of the proceeds from the Providing required to fulfill Tryg’s obligation to pay the consideration payable by Tryg underneath the Tryg SPA for the Tryg Consideration Shares at completion of the Acquisition will probably be paid into a delegated DKK-denominated escrow account held by Danske Financial institution. Previous to completion of the Acquisition, the funds within the DKK-denominated escrow account will probably be transformed into GBP (underneath sure deal-contingent FX ahead agreements entered into between Tryg and Danske Financial institution and Morgan Stanley, respectively) and transferred to a delegated GBP-denominated escrow account held by Danske Financial institution. The proceeds will probably be held in such escrow account for the good thing about Tryg till the later of (i) the time re-registration of RSA as a non-public restricted firm happens; or (ii) completion of the Acquisition, upon which the funds within the GBP-denominated escrow account will probably be held for the good thing about Intact Holdco (with Intact Holdco being entitled to direct the fee of such funds).

The New Shares will probably be issued in accordance with article 8A of the Articles of Affiliation, in response to which the Supervisory Board is authorised to extend the share capital by a number of points of latest shares at a complete nominal worth of as much as DKK 36,980,000,000 (equivalent to 7,396,000,000 shares of the nominal worth of DKK 5 every) by the use of money contribution and with Preemptive Rights for the Present Shareholders.

Below this authorisation, the Supervisory Board adopted a decision on 1 March 2021 to extend Tryg’s nominal share capital by DKK 1,762,529,945 (352,505,989 New Shares with a nominal worth of DKK 5 every).

On the idea of a Subscription Worth of DKK 105 per New Share and issuance of 352,505,989 New Shares with a nominal worth of DKK 5 every and that the Providing is totally underwritten, the gross proceeds to Tryg from the subscriptions for New Shares will probably be DKK 37.013 billion and the online proceeds are anticipated to be roughly DKK 36.463 billion after deduction of commissions and estimated bills payable by Tryg in reference to the Providing. An quantity of DKK 36,685,090,866.97 have to be paid into the above-mentioned DKK-denominated escrow account with Danske Financial institution, and costs and value reimbursements payable to the Managers might solely be paid from the remaining a part of the gross proceeds of the Providing as much as an quantity of DKK 328,037,978.03.

Within the occasion that the Acquisition doesn’t full and no appropriate different use for the proceeds is discovered, the online proceeds from the Providing would in the end be returned to the Shareholders. Statutory restrictions underneath Danish legislation resembling in relation to regulatory and solvency necessities, the extent of reserves obtainable for distribution and the monetary and working efficiency of Tryg, might forestall Tryg from returning the total proceeds of the Providing to Shareholders.

Standing on regulatory approvals
In relation to the Acquisition, as set out within the Prospectus, it’s famous that the required approvals from every of the Canadian Competitors Bureau, Swedish Competitors Authority and the Norwegian Competitors Authority, all of that are situations to the Acquisition, have now been acquired. The Saudi Common Authority for Competitors has supplied affirmation that competitors approval will not be deemed obligatory. The Acquisition stays topic to a lot of excellent situations which embrace, as set out within the Prospectus: (i) receipt of the required regulatory clearances to implement the Acquisition, together with from the Danish Monetary Supervisory Authority, the Swedish Monetary Supervisory Authority, the Monetary Conduct Authority and the Prudential Regulation Authority in the UK, (ii) regulatory clearances in every of Canada, Eire, Luxembourg, Guernsey, the Isle of Man, Brazil, Bahrain, United Arab Emirates, Oman and Saudi Arabia, and (iii) receipt of the required competitors approval from the Danish Competitors and Client Authority.

Underwriting and subscription commitments
Tryg has entered into the Underwriting Settlement dated 1 March 2021 in reference to the Providing. Pursuant to the Underwriting Settlement, and topic to the satisfaction of sure situations within the Underwriting Settlement, any New Shares that haven’t been subscribed for by the Present Shareholders by means of the train of their allotted or acquired Preemptive Rights or by different traders by means of the train of their acquired Preemptive Rights earlier than the expiry of the Subscription Interval (the “Remaining Shares“) will probably be subscribed for by an underwriting syndicate consisting of the Managers. Due to this fact, topic to the satisfaction of such situations, Tryg has ensured that every one New Shares will probably be subscribed for equivalent to mixture gross proceeds of DKK 37,013 million.

Tryg’s majority shareholder, TryghedsGruppen, has beforehand signed an irrevocable subscription endeavor underneath which TryghedsGruppen irrevocably has undertaken in the direction of Tryg and every of the Joint International Coordinators in reference to the Providing to (i) subscribe for New Shares for a complete subscription quantity of DKK 12,585,329,264 (the “TryghedsGruppen Agency Shares“), together with through the use of the online proceeds of the sale of Present Shares which occurred on 23 November 2020, and (ii) additional take part within the Providing on a money impartial foundation (after transaction prices) by subscribing for the utmost variety of New Shares that it will probably utilizing the online proceeds (after the transaction prices) arising from the sale of Preemptive Rights as quickly as fairly practicable throughout the Subscription Interval (the subscriptions underneath (ii) to be in extra of the money quantity referenced in (i) above). Any Preemptive Rights offered by TryghedsGruppen will probably be exercised and the ensuing Interim Shares or New Shares will probably be offered, on the discretion of the Joint International Coordinators on behalf of TryghedsGruppen, in open market transactions, personal placements, block trades or in any other case.

Morten Hübbe, Group CEO of Tryg, mentioned:
The acquisition of RSA’s Swedish and Norwegian companies, Trygg-Hansa in Sweden and Codan in Norway, will fulfil a long-time want to strengthen Tryg’s place in Sweden and Norway. Tryg will make a powerful three-legged enterprise throughout the nations – and on the similar time, we count on Tryg to develop into the largest non-life insurer in Scandinavia. It has not been a goal to be the biggest participant in the marketplace, however moderately to achieve advantages from scalability, e.g. in relation to innovation of latest merchandise, companies and digital options, which basically makes it easier to really feel protected and cared for in all three nations.

Moreover, we see a powerful cultural match concerning social duty with Trygg-Hansa and Codan in Norway. Trygg-Hansa helps a variety of helpful social actions that’s per TrygFonden’s actions inside Security, Well being and Effectively-being. The corporate has equipped 80,000 lifebuoys in Sweden which match Tryg’s comparable actions in Norway with greater than 47,000 lifebuoys alongside the Norwegian coasts.

Lastly, there’s a sturdy monetary rationale to assist the acquisition. The acquisition is anticipated to strongly enhance the technical consequence and improve the premium revenue considerably. All else equal, it will improve the dividend which we goal to pay out to our shareholders on an annual foundation. The Acquisition can even have a optimistic affect on the societal dedication that our majority proprietor TryghedsGruppen achieves by means of, amongst different issues, TrygFonden’s actions.”

Phrases and situations of the Providing

The Preemptive Rights
Preemptive Rights will probably be allotted freed from cost to the Present Shareholders which might be registered as Shareholders with VP Securities on 5 March 2021 at 5.59 p.m. CET. Present Shares traded after 3 March 2021 at 5:00 p.m. CET will probably be traded with out Preemptive Rights, supplied that the Present Shares are traded at customary two-day settlement.

The Preemptive Rights have been accepted for buying and selling and official itemizing on Nasdaq Copenhagen underneath the interim ISIN code DK0061534450.

The Rights Buying and selling Interval commences on 4 March 2021 at 9:00 a.m. CET and closes on 17 March 2021 at 5:00 p.m. CET.

The Providing is being made on the ratio of seven:6 which signifies that every Present Shareholder will probably be allotted 7 Preemptive Rights for every Present Share held on 5 March 2021 at 5.59 p.m. CET.

6 Preemptive Rights will probably be required to subscribe for one (1) New Share on the Subscription Worth of DKK 105 per New Share.

The New Shares and the Interim Shares
Any New Shares subscribed for from the train of Preemptive Rights will probably be recorded on the subscriber’s book-entry account with VP Securities as Interim Shares representing New Shares after the subscription has been effected. The Interim Shares will probably be issued underneath an interim ISIN code DK0061534534 and have been conditionally accepted for admission to buying and selling and official itemizing on Nasdaq Copenhagen within the interim ISIN code as from 4 March 2021 at 9:00 a.m. CET and will probably be traded within the interim ISIN code underneath the image “TRYG N”. The buying and selling of the Interim Shares will begin earlier than particular situations to the Providing are met and all dealings within the Interim Shares previous to the registration of the New Shares with the Danish Enterprise Authority are for the account, and on the sole threat, of every of the events involved.

Registration of the New Shares with the Danish Enterprise Authority will happen following completion of the Providing, anticipated to happen on 25 March 2021. Nasdaq Copenhagen has conditionally accepted the New Shares for admission to buying and selling and official itemizing. Admittance to buying and selling and official itemizing of the New Shares underneath the present ISIN code, DK0060636678, is anticipated to happen on 29 March 2021. As quickly as attainable thereafter, the interim ISIN code of the Interim Shares, DK0061534534, will probably be merged with the ISIN code of the Present Shares, DK0060636678, and the Interim Shares will routinely be transformed into New Shares, anticipated to happen on 30 March 2021. Till such merger has been accomplished, the liquidity and market worth of the Interim Shares underneath the interim ISIN code could also be considerably totally different from the liquidity and market worth of the Present Shares. All dealings within the Interim Shares previous to the registration of the New Shares with the Danish Enterprise Authority are for the account, and on the sole threat, of the events involved.

The Present Shares are admitted to buying and selling and official itemizing on Nasdaq Copenhagen underneath the image “TRYG”.

Subscription Interval
The Subscription Interval for the New Shares commences on 8 March 2021 at 9:00 a.m. CET and closes on 19 March 2021 at 5:00 p.m. CET.

The Preemptive Rights will be traded within the interval commencing 4 March 2021 at 9:00 a.m. CET and closes on 17 March 2021 at 5:00 p.m. CET.

Any Preemptive Rights that aren’t exercised throughout the Subscription Interval will lapse with no worth, and the holder of such Preemptive Rights is not going to be entitled to compensation. As soon as a holder of Preemptive Rights has exercised such rights and subscribed for New Shares, such subscription can’t be withdrawn or modified by the holder, besides as set forth within the Prospectus.

Withdrawal of the Providing
Completion of the Providing is conditional upon the Providing not being withdrawn.

The Underwriting Settlement offers that the obligations of the Managers are topic to the next situations, excluding any situations which have been happy as on the date of the Prospectus: (i) there not having occurred sure insolvency associated occasions in relation to Tryg previous to the registration of the New Shares with the Danish Enterprise Authority; (ii) the Scheme not having lapsed or been validly withdrawn in accordance with its phrases previous to the registration of the New Shares with the Danish Enterprise Authority (or if the Acquisition is structured as a Takeover Supply, such Takeover Supply not having lapsed, been terminated or validly withdrawn in accordance with its phrases) previous to the registration of the New Shares with the Danish Enterprise Authority; and (iii) no notification having been acquired from Nasdaq Copenhagen that the approval for admission to buying and selling and official itemizing of the New Shares, has been withdrawn previous to the registration of the New Shares with the Danish Enterprise Authority. If, by the instances specified above, or if no time is specified, previous to registration of the New Shares with the Danish Enterprise Authority, any of the situations above will not be happy (or waived by the Joint International Coordinators on behalf of the Managers), the Joint International Coordinators will on behalf of the Managers be entitled to terminate the Underwriting Settlement. As well as, the Joint International Coordinators on behalf of the Managers will probably be entitled to terminate the Underwriting Settlement within the occasion that the registration of the New Shares is refused by the Danish Enterprise Authority.

Aside from as set out above, the Joint International Coordinators on behalf of the Managers is not going to be entitled to terminate the Underwriting Settlement. If the Underwriting Settlement is terminated, the Providing will probably be withdrawn. The termination rights of the Joint International Coordinators (on behalf of the Managers) underneath the Underwriting Settlement will lapse upon registration of the New Shares with the Danish Enterprise Authority, at the moment anticipated to happen on 25 March 2021.

Any withdrawal of the Providing will probably be introduced instantly by way of Nasdaq Copenhagen. Any Preemptive Rights that aren’t exercised throughout the Subscription Interval will lapse with no worth, and the holder of such Preemptive Rights is not going to be entitled to compensation.

If the Providing will not be accomplished, any train of Preemptive Rights that has already taken place will probably be cancelled routinely. The subscription quantity for the New Shares will probably be refunded (much less any transaction prices) to the final registered proprietor of the New Shares as on the date of withdrawal. All Preemptive Rights will probably be null and void, and no New Shares will probably be issued. Nonetheless, trades of Preemptive Rights executed throughout the Rights Buying and selling Interval, which commences on 4 March 2021 at 9:00 a.m. CET and closes on 17 March 2021 at 5:00 p.m. CET, is not going to be affected. In consequence, Shareholders and traders who’ve acquired Preemptive Rights will incur a loss equivalent to the acquisition worth of the Preemptive Rights and any transaction prices.

Trades in Present Shares and Interim Shares can even not be affected, if the Providing doesn’t full, and Shareholders and traders which have acquired Interim Shares will obtain a refund of the subscription quantity for the New Shares (much less any transaction prices). In consequence, Shareholders and traders which have acquired Interim Shares will incur a loss equivalent to the distinction between the acquisition worth of the Interim Shares and the Subscription Worth paid for the New Shares and any transaction prices.

Minimal and/or most subscription quantity
The minimal variety of New Shares {that a} holder of Preemptive Rights might subscribe will probably be one (1) New Share, requiring the train of 6 Preemptive Rights and the fee of the Subscription Worth. The variety of New Shares {that a} holder of Preemptive Rights might subscribe will not be capped. Nonetheless, the quantity is proscribed to the variety of New Shares which can be subscribed by means of the train of the Preemptive Rights held or acquired.

Cost
Upon train of the Preemptive Rights, the holder should pay an quantity equal to the Subscription Worth multiplied by the variety of New Shares subscribed for.

Cost for the New Shares shall be made in Danish kroner and shall be made upon subscription towards registration of the New Shares within the transferee’s account with VP Securities. Holders of Preemptive Rights shall adhere to the account settlement with their very own Danish custodian establishment or different financial middleman, by means of which they maintain Shares. Monetary intermediaries by means of which a holder holds Preemptive Rights might require fee on an earlier date.

Process for train of and dealings in Preemptive Rights and therapy of Preemptive Rights
The Preemptive Rights have been accepted for buying and selling and official itemizing on Nasdaq Copenhagen underneath the interim ISIN code DK0061534450.

Holders of Preemptive Rights wishing to subscribe for New Shares should accomplish that by means of their very own custodian establishment, in accordance with the foundations of such establishment. The deadline for notification of train is determined by the holder’s settlement with, and the foundations and procedures of, the related custodian establishment or different monetary middleman and could also be sooner than the top of the Subscription Interval. As soon as a holder has exercised its Preemptive Rights, the train is probably not revoked or modified.

Pre-allotment data
There is no such thing as a pre-allotment of New Shares. The New Shares could also be subscribed for by the Present Shareholders by means of train of the allotted or acquired Preemptive Rights or by different traders by means of the train of their acquired Preemptive Rights earlier than the expiry of the Subscription Interval.

Publication of the results of the Providing
The results of the Providing is anticipated to be introduced by means of Nasdaq Copenhagen on 23 March 2021.

Underwriting
The Providing is totally underwritten. Topic to the satisfaction of sure situations within the Underwriting Settlement, any New Shares that haven’t been subscribed for by the Present Shareholders by means of the train of their allotted or acquired Preemptive Rights or by different traders by means of the train of their acquired Preemptive Rights earlier than the expiry of the Subscription Interval will, with out compensation to the holders of unexercised Preemptive Rights, be subscribed for by the Managers.

Within the occasion that the Managers subscribe any New Shares that haven’t been subscribed for by the Present Shareholders, the Managers might co-ordinate disposals of such shares in accordance with relevant legislation and regulation. Besides as required by relevant legislation or regulation, the Managers and their respective associates don’t suggest to make any public disclosure in relation to such transactions.

Lock-ups
Following the Providing, the Firm and members of Govt Board and Supervisory Board (and sure of every such member’s associated events), in addition to Tryg’s majority shareholder, TryghedsGruppen, will probably be topic to a 180-day lock-up, topic to sure exceptions.

Anticipated timetable of principal occasions

Publication of the Prospectus……………………………………………………

1 March 2021

Final day of buying and selling in Present Shares with Preemptive Rights………………

3 March 2021

First day of buying and selling in Present Shares with out Preemptive Rights………….

4 March 2021

Rights Buying and selling Interval commences …………………………………………….

4 March 2021 at 9:00 a.m. CET

Date of itemizing of the Interim Shares underneath the interim ISIN code………….

4 March 2021 at 9:00 a.m. CET

Allocation Time of Preemptive Rights………………………………………….

5 March 2021 at 5:59 p.m. CET

Subscription Interval for New Shares commences……………………………..

8 March 2021 at 9:00 a.m. CET

Rights Buying and selling Interval closes…………………………………………………….

17 March 2021 at 5:00 p.m. CET

Subscription Interval for New Shares closes…………………………………….

19 March 2021 at 5:00 p.m. CET

Publication of the results of the Providing………………………………………..

23 March 2021

Registration of the capital improve concerning the New Shares with the Danish Enterprise Authority and issuance of the New Shares by means of VP Securities…………………………………………………………………………

25 March 2021

Completion of the Providing (the Providing will solely be accomplished if and when the New Shares subscribed for are issued by Tryg and the capital improve is registered with the Danish Enterprise Authority)…………………………….

Anticipated to happen on 25 March 2021

Final day of buying and selling of Interim Shares …………………………………………

26 March 2021 at 5:00 p.m. CET

Official itemizing of and buying and selling of the New Shares underneath the present ISIN code……………………………………………………………………………….

29 March 2021

Merger of the interim ISIN code for the Interim Shares and the ISIN code for the Present Shares in VP Securities………………………………………..

30 March 2021

The above timetable is topic to alter. Any adjustments will probably be introduced by means of Nasdaq Copenhagen.

Joint International Coordinators, Joint Lead Managers and Authorized Advisers
Danske Financial institution and Morgan Stanley are appearing as joint international coordinators and joint bookrunners. Citi, HSBC and Nordea are appearing as joint lead managers. Plesner Advokatpartnerselskab is appearing as Danish authorized adviser and Herbert Smith Freehills LLP is appearing as English and United States authorized adviser to the Firm. Bruun & Hjejle Advokatpartnerselskab is appearing as Danish authorized adviser and Latham & Watkins (London) LLP is appearing as English and United States authorized adviser to the Managers.

Prospectus
Topic to sure restrictions, the Prospectus will be accessed on the Firm’s web site: https://tryg.com/en/emission. Apart from data integrated by reference within the Prospectus, the contents on the Firm’s web site don’t represent part of the Prospectus.

Contact data
For additional data, go to tryg.com or contact:

Gianandrea Roberti, Investor Relations Officer +45 20 18 82 67 gianandrea.roberti@tryg.dk
Peter Brondt, Investor Relations Supervisor +45 22 75 89 04 peter.brondt@tryg.dk
Tanja Frederiksen, Head of Communications +45 51 95 77 78 tanja.frederiksen@tryg.dk

Vital Info
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR ANY OTHER SECURITIES NOR SHALL IT (OR ANY PART OF IT) OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER. INVESTORS SHOULD NOT ACQUIRE ANY SHARES OR ANY OTHER SECURITIES REFERRED TO HEREIN EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS. THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT AND THE DISTRIBUTION OF THIS ANNOUNCEMENT AND OTHER INFORMATION IN CONNECTION WITH THE OFFERING IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.

IN PARTICULAR, THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY IN THE UNITED STATES, THE UNITED KINGDOM, THE REPUBLIC OF ITALY, SWITZERLAND, AUSTRALIA, CANADA, THE ONSHORE UNITED ARAB EMIRATES, THE DUBAI INTERNATIONAL FINANCIAL CENTRE, THE ABU DHABI GLOBAL MARKET, SINGAPORE, JAPAN, HONG KONG, OR THE PEOPLE’S REPUBLIC OF CHINA. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER FOR SALE OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES EXCEPT TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ALL OFFERS AND SALES OF SECURITIES OUTSIDE OF THE UNITED STATES WILL BE MADE IN RELIANCE ON, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE IS NO INTENTION TO MAKE A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES. NONE OF THE SECURITIES REFERRED TO HEREIN, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENT CONNECTED WITH THE OFFER OR SALE OF ANY OF THE SECURITIES REFERRED TO HEREIN HAS BEEN OR WILL BE APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES COMMISSIONS OR ANY OTHER REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF ANY OF THE SECURITIES REFERRED TO HEREIN OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA SUBJECT TO REGULATION 2017/1129/EU (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES, THE “PROSPECTUS REGULATION”) (EACH A “RELEVANT MEMBER STATE”), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING THE PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE EXCEPT FOR IN DENMARK, NORWAY AND SWEDEN. AS A RESULT AND OTHER THAN AS NOTED ABOVE, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS REGULATION.

EXCEPT IN THE CASE OF DENMARK, NORWAY AND SWEDEN, IN ANY RELEVANT MEMBER STATE THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND ONLY DIRECTED AT, PERSONS IN THAT RELEVANT MEMBER STATE WHO FULFIL THE CRITERIA FOR EXEMPTION FROM THE OBLIGATION TO PUBLISH A PROSPECTUS, INCLUDING “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”).

IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, PERSONS WHO ARE “QUALIFIED INVESTORS” (AS DEFINED IN ARTICLE 2(e) OF THE UK PROSPECTUS REGULATION) AND WHO ARE: (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), (II) PERSONS WHO ARE HIGH NET WORTH BODIES CORPORATE, UNINCORPORATED ASSOCIATIONS AND PARTNERSHIPS AND THE TRUSTEES OF HIGH VALUE TRUSTS, AS DESCRIBED IN ARTICLE 49(2)(A) to (D) OF THE ORDER, AND/OR (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS. IN THE UNITED KINGDOM, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, AND WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. FOR THE PURPOSES OF THIS PARAGRAPH, THE EXPRESSION “UK PROSPECTUS REGULATION” MEANS REGULATION 2017/1129/EU AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NONE OF TRYG, THE MANAGERS OR ANY OF THEIR RESPECTIVE SUBSIDIARY UNDERTAKINGS, AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS, AGENTS OR ANY OTHER PERSON ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR, OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY, COMPLETENESS OR FAIRNESS OF THE INFORMATION OR OPINIONS IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE COMPANY OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.

Solely for the needs of the product governance necessities contained inside: (a) EU Directive 2014/65/EU on markets in monetary devices, as amended (“MiFID II”); (b) Articles 9 and 10 of Fee Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) native implementing measures (collectively, the “MiFID II Product Governance Necessities”), and disclaiming all and any legal responsibility, whether or not arising in tort, contract or in any other case, which any “producer” (for the needs of the MiFID II Product Governance Necessities) might in any other case have with respect thereto, the securities which might be the topic of the Providing have been topic to a product approval course of, which has decided that the Preemptive Rights, the Interim Shares and the New Shares are: (i) appropriate with an finish goal market of retail traders and traders who meet the factors {of professional} purchasers and eligible counterparties, every as outlined in MiFID II; and (ii) eligible for distribution by means of all distribution channels as are permitted by MiFID II (the “Goal Market Evaluation”). However the Goal Market Evaluation, distributors ought to notice that: the worth of the Preemptive Rights and the Shares might decline and shareholders and traders might lose all or a part of their funding; the Preemptive Rights and the Shares provide no assured revenue and no capital safety; and an funding within the Preemptive Rights and the Shares is appropriate solely with shareholders and traders who don’t want a assured revenue or capital safety, who (both alone or along side an acceptable monetary or different adviser) are able to evaluating the deserves and dangers of such an funding and who’ve ample sources to have the ability to bear any losses that will consequence therefrom. The Goal Market Evaluation is with out prejudice to the necessities of any contractual, authorized or regulatory promoting restrictions in relation to the Providing. Moreover, it’s famous that, however the Goal Market Evaluation, the Managers will solely procure traders who meet the factors {of professional} purchasers and eligible counterparties (aside from a public providing to shareholders and traders in Denmark, Greenland, Norway and Sweden performed pursuant to the Prospectus that has been accepted by and registered with the DFSA). For the avoidance of doubt, the Goal Market Evaluation doesn’t represent: (a) an evaluation of suitability or appropriateness for the needs of MiFID II; or (b) a suggestion to any investor or shareholder in Tryg or group of traders or shareholders in Tryg to put money into, or buy, or take every other motion in any way with respect to, the Preemptive Rights, the Interim Shares and the New Shares. Every distributor is chargeable for endeavor its personal goal market evaluation in respect of the Preemptive Rights, the Interim Shares and the New Shares and figuring out acceptable distribution channels.

Publication on a web site
This announcement and the paperwork required to be revealed pursuant to Rule 26 of the UK Takeover Code will probably be obtainable, topic to sure restrictions regarding individuals resident in restricted jurisdictions, on Tryg’s web site at www.Tryg.com promptly and in any occasion by no later than 12 midday on the enterprise day following the publication of this announcement. This features a copy of the Underwriting Settlement, which replaces the standby underwriting dedication entered into by the Joint International Coordinators in favour of Tryg on 18 November 2020. The content material of the web sites referred to on this announcement will not be integrated into and doesn’t type a part of this announcement.

Cautionary notice about forward-looking statements
This announcement incorporates forward-looking statements. These statements are usually not ensures of future efficiency and contain sure dangers and uncertainties, specifically this announcement shouldn’t be construed as a affirmation neither that the Providing will full, nor of the deal measurement or the worth. Due to this fact, precise future outcomes might differ materially from what’s forecast on this announcement as a consequence of quite a lot of elements.

This announcement is meant for the only objective of offering data. Individuals needing recommendation ought to seek the advice of an impartial monetary adviser. This announcement doesn’t represent an funding suggestion.

This announcement will not be a prospectus and traders mustn’t buy any securities referred to on this announcement on the idea of this announcement. The knowledge contained on this announcement is for background functions solely and doesn’t purport to be full or full. No reliance might or must be positioned by any particular person for any functions in any way on the knowledge contained on this announcement or on its completeness, accuracy or equity. The knowledge on this announcement is topic to alter. No obligation is undertaken to replace this announcement or to right any inaccuracies, and the distribution of this announcement shall not be deemed to be any type of dedication on the a part of Tryg to proceed with any transaction or association referred to herein. This announcement has not been accepted by any competent regulatory authority.

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