NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR IN ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. Danske Bank A/S (“Danske Bank”) and Morgan Stanley & Co. International plc (“Morgan Stanley”) (together “the Managers”) announce the launch of an accelerated bookbuild offering to institutional investors (the “Transaction”) of up to 21,149,745 existing shares in Tryg A/S (“Tryg”), equivalent to 7% of the existing shares in Tryg, held by TryghedsGruppen smba (“TryghedsGruppen”). This announcement is made with reference to the announcement published by Regent BidCo Limited (a wholly-owned subsidiary of Intact Financial Corporation) (“Intact”) and Tryg on 18 November 2020 in relation to Intact and Tryg’s recommended cash offer for RSA Insurance Group plc (“RSA”), which Tryg would finance through a rights issue (the “Rights Issue”). As disclosed in the announcement, TryghedsGruppen has irrevocably undertaken, among other things, to: vote, or procure votes, in favour of the shareholder resolutions required in connection with the Rights Issue in respect of a minimum of 160,138,436 Tryg shares (representing approximately 53% of the existing issued ordinary share capital of Tryg as at 16 November 2020);subscribe for new shares in the Rights Issue for a cash amount totalling DKK 6 billion; use all reasonable endeavours to obtain additional funds, which, if raised, would be used to subscribe for new shares in the Rights Issue and would bring the total subscription by TryghedsGruppen to no less than DKK 9 billion; subscribe for further new shares in the Rights Issue on a cash neutral basis through the sale of existing Tryg shares and/or pre-emptive rights, which could occur at any time, subject to market conditions; andapply the net proceeds from any placing of Tryg shares following the announcement published by Intact and Tryg on 18 November 2020 to subscribe for new shares by way of exercise of pre-emptive rights in the Rights Issue in excess of the cash amount referenced in (ii) and (iii) above. In connection with the Transaction, TryghedsGruppen has undertaken to the Managers that, subject to certain exceptions, for a specific period of time (the “Lock-Up Period”) it will not dispose of any Tryg shares which are not sold in the Transaction without the prior written consent of the Managers. The Lock-Up Period means the shorter of (i) 180 calendar days from the first day of trading of any new Tryg shares in the ISIN code of its existing shares, that may be issued in connection with the Rights Issue; and (ii) 365 calendar days after the date of this announcement. Accordingly, no further sale of shares by TryghedsGruppen between now and the Rights Issue prospectus publication are anticipated. Following prospectus publication, it is expected that there will be an additional placing of shares in the market based on Tryghedsgruppen’s disposal of pre-emptive rights. Tryghedsgruppen will use the proceeds from such disposal to subscribe for new Tryg shares in the Rights Issue on a cash neutral basis pursuant to (iv) above. TryghedsGruppen remains fully supportive of the recommended cash offer and is conducting the Transaction with the sole purpose of maximising its participation in the Rights Issue and to ensure that it will remain the largest shareholder in Tryg following the Rights Issue. TryghedsGruppen’s ownership of Tryg is expected to be reduced to between 40% - 50% following completion of the Rights Issue (and with the current share price, an ownership interest of approximately 45% is expected), although the exact timing of such reduction has not been decided and would be subject to market conditions. The bookbuilding will commence immediately and the Managers reserve the right to close the books at any time. Danske Bank and Morgan Stanley are acting as joint global coordinators and joint bookrunners in the Transaction. A further announcement will be made following completion of the bookbuilding and pricing of the Transaction. Assuming all the shares available in the Transaction are sold, TryghedsGruppen will hold 53% of the existing shares in Tryg after completion of the Transaction. Tryg will not receive any proceeds from the Transaction. Contact informationGianandrea Roberti, Investor Relations Officer +45 20 18 82 67 firstname.lastname@example.orgPeter Brondt, Investor Relations Manager +45 22 75 89 04 email@example.comTanja Frederiksen, Head of Communications +45 51 95 77 78 firstname.lastname@example.org Important InformationTHIS 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 SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM 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. THERE IS NO INTENTION TO MAKE A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN AND AUSTRALIA. NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE TRANSACTION. ANY INVESTMENT DECISION TO PURCHASE SALE SHARES IN THE TRANSACTION MUST BE BASED SOLELY ON THE BASIS OF ALL PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY OR COMPLETENESS. THIS ANNOUNCEMENT DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN TRYG OR ITS SHARES. 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. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS REGULATION. MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN RELEVANT MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO ARE “INVESTMENT PROFESSIONALS” FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)-(D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC”) OF THE ORDER ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS (“RELEVANT PERSONS”). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS. IN DENMARK, THIS PRESS RELEASE IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS. DANSKE BANK AND MORGAN STANLEY ARE ACTING FOR TRYGHEDSGRUPPEN AND FOR NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN TRYGHEDSGRUPPEN FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF DANSKE BANK AND MORGAN STANLEY OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. EITHER OF THE MANAGERS MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS AND DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH PARTICIPATION OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO. THIS ANNOUNCEMENT HAS BEEN ISSUED BY DANSKE BANK AND MORGAN STANLEY ON BEHALF OF TRYGHEDSGRUPPEN AND IS THE SOLE RESPONSIBILITY OF TRYGHEDSGRUPPEN. APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON MORGAN STANLEY BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, DANSKE BANK AND MORGAN STANLEY DO NOT ACCEPT ANY RESPONSIBILITY WHATSOEVER AND MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING ITS ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY TRYGHEDSGRUPPEN, OR ON TRYGHEDSGRUPPEN’S BEHALF, OR BY DANSKE BANK AND MORGAN STANLEY OR ON DANSKE BANK AND MORGAN STANLEY’S BEHALF, IN CONNECTION WITH TRYGHEDSGRUPPEN OR THE TRANSACTION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR FUTURE. DANSKE BANK AND MORGAN STANLEY ACCORDINGLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH THEY MIGHT OTHERWISE HAVE IN RESPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT. CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTSTHIS ANNOUNCEMENT INCLUDES "FORWARD LOOKING STATEMENTS". THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT INCLUDE STATEMENTS RELATING TO INACT AND TRYG’S RECOMMENDED CASH OFFER FOR RSA, TRYGHEDSGRUPPEN’S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS INCLUDING IN IT RELATION TO ITS OWNERSHIP OF TRYG, AND OTHER STATEMENTS OTHER THAN HISTORICAL FACTS. FORWARD LOOKING STATEMENTS OFTEN USE WORDS SUCH AS "BELIEVE", "EXPECT", "ESTIMATE", "INTEND", "ANTICIPATE" AND WORDS OF A SIMILAR MEANING. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH REFLECT THE CURRENT VIEWS OF TRYGHEDSGRUPPEN AND/OR TRYG, ARE SUBJECT TO RISKS AND UNCERTAINTIES ABOUT TRYGHEDSGRUPPEN, TRYG ,INTACT AND RSA AND ARE DEPENDENT ON MANY FACTORS, SOME OF WHICH ARE OUTSIDE OF THE CONTROL OF TRYGHEDSGRUPPEN AND TRYG. THERE ARE IMPORTANT FACTORS, RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL OUTCOMES AND RESULTS TO BE MATERIALLY DIFFERENT. EXCEPT AS REQUIRED BY LAW, TRYGHEDSGRUPPEN AND TRYG UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
15_2020_Accelerated bookbuild offering of up to xx existing shares in Tryg