RSAB Tender offer

[UncleEbenezer]

Anyone here hold RSAB in a nominee account? Have you had word yet from your platform about the offer, and about voting for it?

[bruncher]

Anyone here hold RSAB in a nominee account? Have you had word yet from your platform about the offer, and about voting for it?

Nothing yet from AJ Bell.

[88V8]

Anyone here hold RSAB in a nominee account? Have you had word yet from your platform about the offer, and about voting for it?

Nowt from ii.

V8

[UncleEbenezer]

Thanks bruncher and V8. So H-L is in line with its peers here.

I messaged H-L with the question on monday evening, and got a "watch this space" reply this morning.

[bruncher]

Thanks bruncher and V8. So H-L is in line with its peers here.

I messaged H-L with the question on monday evening, and got a "watch this space" reply this morning.

AJ Bell have notified a corporate action. Four options:

1. Take No Action (Default). This means that you do not wish to tender your preference shares nor vote on the proposed resolution.

2. Tender preference shares and Consent. If you choose to tender your preference shares, you are also agreeing to vote in favour of the resolution. You will also be entitled to receive a Voting Fee of GBP0.02 for each preference share held.

3. Consent - Do not tender preference shares. This means that you consent to the proposed resolution but do not wish to tender your preference shares. You will also be entitled to receive a Voting Fee of GBP0.02 for each preference share held.

4. Dissent - Do not tender preference shares. You may dissent to the proposed resolution and do not tender your preference shares. You will not be entitled to the Voting Fee.

[JohnEdwards]

4. Dissent - Do not tender preference shares. You may dissent to the proposed resolution and do not tender your preference shares. You will not be entitled to the Voting Fee.

[/quote]

Really? This would be the first such recent offer NOT to pay the Voting Fee for dissent.

[GoSeigen]

4. Dissent - Do not tender preference shares. You may dissent to the proposed resolution and do not tender your preference shares. You will not be entitled to the Voting Fee.

[My emphasis]

That looks dodgy. Even if you vote against the resolutions you are entitled to the voting fee, should one be paid.


GS

[88V8]

4. Dissent - Do not tender preference shares. You may dissent to the proposed resolution and do not tender your preference shares. You will not be entitled to the Voting Fee.

[My emphasis]
That looks dodgy. Even if you vote against the resolutions you are entitled to the voting fee, should one be paid.

Mmmm.
Think they got that wrong.
It says in the tender In addition to the Cancellation Amount, if the Resolutions are passed and the Reduction of Capital is implemented, Preference Shareholders will be eligible to receive a Voting Fee in the following circumstances: any Preference Shareholder who either (a) validly tenders its Preference Shares for purchase pursuant to the Tender Offer by the Retail Expiration Deadline in respect of Retail Investors or the Institutional Expiration Deadline in respect of Institutional Investors or (b) submits a Voting Only Instruction (Option 2) by the Proxy Deadline in accordance with the procedures set out in the Shareholder Circular (regardless of whether the votes are in favour or against), will be eligible to receive the voting fee (the "Voting Fee") of 2.00 per cent., or £0.02 for each Preference Share validly tendered or in respect of which such Voting Only Instruction (Option 2) are submitted.

The only way one does not get a fee is 1) default do nothing.

Or if the resolution does not pass, in which case no one gets the fee.

I shall tender all mine.

V8

[wmb194]

Institutional voting RNS is out, 33.61% of outstanding prefs voted and 99.75% of these have voted in favour of cancellation so it's still in play. I'm nit allowed to post the link, though.

[DampSeaweed]

RSAB redemption proposal.

As at the Institutional Expiration Deadline:

Aggregate amount of Preference Shares for which a Tender Instruction or Voting Only Instruction has been submitted 42,015,400**

% of the outstanding Preference Shares 33.61%

Votes in favour of the Cancellation Resolution* 41,892,926
% of votes received (excluding withheld) 99.75 %

Votes against the Cancellation Resolution* 105,007
% of votes received (excluding withheld) 0.25 %

TENDER OFFER EXPIRATION DEADLINE FOR RETAIL INVESTORS

Retail Investors should note that the Tender Offer remains open and will expire at 1:00 p.m. (UK time) on 10 July 2024 (the "Retail Expiration Deadline"), as set out in the Tender Offer Memorandum. The deadline for submission of Tender Instructions to any Intermediaries will be before the Retail Expiration Deadline.


www.londonstockexchange.com/news-articl ... s/16528238
======
So the Institutions have voted overwhelmingly in favour of the redemption. BUT they only hold one third of the votes.
The outcome is far from certain……..IMHO

[Yieldy]

Interesting.

For the Resolution to pass, do they require a vote in favour from 75% of those who vote, or 75% of the share class?

The former looks like it would be nailed on, the latter looks tougher to achieve.

[GoSeigen]

Institutional voting RNS is out, 33.61% of outstanding prefs voted and 99.75% of these have voted in favour of cancellation so it's still in play. I'm nit allowed to post the link, though.

Yeah, and they're all idiots** so f*ck 'em and vote against the resolutions! Show them that the retail hodlers know best!


Retail has to vote 39% against the resolutions for them to fail. IOW at most 61% of those who respond should tender their shares.

For the Resolution to pass, do they require a vote in favour from 75% of those who vote, or 75% of the share class?

It's been made crystal clear that the ords will not vote.


GS
(**) even though they're setting the prices for our trackers

[Yieldy]

Agree only pref shareholders will vote - my question is: do they need 93.75m votes (75% of 125m) or do they need 75% of people who bother to vote?

[DampSeaweed]

They need ~ 50% of the Retail Shareholders to vote in favour of the resolution.
That assumes ~100% of Retail Shareholders vote.
This is highly unlikely. I suspect a fair few Retail shareholders are in the “buy and forget” category, and might not even realise that this Redemption proposal exists.

I don’t know what would constitute a quorum …….possibly 75% of the total shareholders (inc institutional)

[bruncher]

[My emphasis]
That looks dodgy. Even if you vote against the resolutions you are entitled to the voting fee, should one be paid.

Mmmm.
Think they got that wrong.
It says in the tender In addition to the Cancellation Amount, if the Resolutions are passed and the Reduction of Capital is implemented, Preference Shareholders will be eligible to receive a Voting Fee in the following circumstances: any Preference Shareholder who either (a) validly tenders its Preference Shares for purchase pursuant to the Tender Offer by the Retail Expiration Deadline in respect of Retail Investors or the Institutional Expiration Deadline in respect of Institutional Investors or (b) submits a Voting Only Instruction (Option 2) by the Proxy Deadline in accordance with the procedures set out in the Shareholder Circular (regardless of whether the votes are in favour or against), will be eligible to receive the voting fee (the "Voting Fee") of 2.00 per cent., or £0.02 for each Preference Share validly tendered or in respect of which such Voting Only Instruction (Option 2) are submitted.

The only way one does not get a fee is 1) default do nothing.

Or if the resolution does not pass, in which case no one gets the fee.

I shall tender all mine.

V8

It will be interesting to see if there are any variations in the language from other nominee brokers.

[DampSeaweed]

Those that have their RSAB shares with IWeb may want to contact them immediately and directly through their secure messaging service.
There is the possibility that Iweb may not offer their customers the Corporate Action and thus deny them the opportunity to vote.
Consequently forfeiting the 2p voting fee (if the motion passes).

This happened to me in the recent past with ENQ1. I ended up complaining to the FCA. I won the case and got compensation.

[UncleEbenezer]

Thanks bruncher and V8. So H-L is in line with its peers here.

I messaged H-L with the question on monday evening, and got a "watch this space" reply this morning.

AJ Bell have notified a corporate action. Four options:

1. Take No Action (Default). This means that you do not wish to tender your preference shares nor vote on the proposed resolution.

2. Tender preference shares and Consent. If you choose to tender your preference shares, you are also agreeing to vote in favour of the resolution. You will also be entitled to receive a Voting Fee of GBP0.02 for each preference share held.

3. Consent - Do not tender preference shares. This means that you consent to the proposed resolution but do not wish to tender your preference shares. You will also be entitled to receive a Voting Fee of GBP0.02 for each preference share held.

4. Dissent - Do not tender preference shares. You may dissent to the proposed resolution and do not tender your preference shares. You will not be entitled to the Voting Fee.

I now have the equivalent from H-L. Three options:

• Tender your shares and approve the changes
• Do not tender shares, but vote FOR proposal
• Do not tender shares, but vote AGAINST proposal

Any of those counts as voting to collect the fee.

Interesting that the platforms should materially differ!

[bruncher]

AJ Bell have notified a corporate action. Four options:

1. Take No Action (Default). This means that you do not wish to tender your preference shares nor vote on the proposed resolution.

2. Tender preference shares and Consent. If you choose to tender your preference shares, you are also agreeing to vote in favour of the resolution. You will also be entitled to receive a Voting Fee of GBP0.02 for each preference share held.

3. Consent - Do not tender preference shares. This means that you consent to the proposed resolution but do not wish to tender your preference shares. You will also be entitled to receive a Voting Fee of GBP0.02 for each preference share held.

4. Dissent - Do not tender preference shares. You may dissent to the proposed resolution and do not tender your preference shares. You will not be entitled to the Voting Fee.

I now have the equivalent from H-L. Three options:

• Tender your shares and approve the changes
• Do not tender shares, but vote FOR proposal
• Do not tender shares, but vote AGAINST proposal

Any of those counts as voting to collect the fee.

Interesting that the platforms should materially differ!

AJ Bell must be reading this board!

I received an update today

Further to our previous communication, we have received an update regarding the RSA Insurance Group Limited 7.38% PRF Perpetual GBP1 tender offer event.

Option 4 seems to have been redrafted

Option 4 - Dissent - Do not tender preference shares. You may dissent to the proposed resolution and not tender your preference shares. You will also be entitled to receive a Voting Fee of GBP0.02 for each preference share held.

What would I do without you guys?

[Bern]

AJ Bell never learn. I refer to my post during the LBS tender

"AJ Bell have now reissued their notice with an option 4 -- Don't tender, vote against and get the 2%.

They say they have received an update."

They did exactly the same during the Leeds Building soc tender. Then claimed they had received an update.

[Jwdool]

I think retail holders need to be a tad cautious about relying upon "reputational risks" in respect to the tender offer.

When Aviva attempted to cancel their preference shares - the stated legal position was that this could be done with a 75% vote of the ordinary shares. To confirm this is the likely position, Tate and Lyle actually cancelled their preference shares using that mechanism:

https://www.sharesmagazine.co.uk/news/m ... nate-costs

The court need to confirm the cancellation - but that is more of a formality rather than a deliberative position. In the Aviva case, the firm were not sure whether they could actually obtain the 75% vote required, see para 4.8:

https://www.fca.org.uk/publication/fina ... c-2020.pdf

In the case of RSAB, it is conceivable that any "reputational" objections could be over come in virtue that holders are being offered up to 24% premium over £1.00 - (£1.00 is what the Tate and Lyle holders got and what the Aviva holders would have got). A refusal to take that offer - may well be the risk that holders are willing to take, but in my view it is certainly not a sensible one, given the potential for the parent company, Intact Financial, to argue they've been more than fair.

On balance, if the vote fails, I think RSAB would survive as a rump issue, per NWBD, rather than a cancellation - but that is a just a guess. The risk it gets cancelled at £1 is a real one and the offer provides adequate protection for Intact to argue fairness - even if the legal position is fine. One has to view the institutional acceptance level of >99% as a reasonable indication of what professional investors think of the offer and retail holders need to be cautious before taking decisions that may well cost them their on going yield as well as the premium.

For these reasons, I'd suggest a vote "Yes" is the only sensible option with a view to buying alternatives (at better levels). If the tender fails to obtain more than 75%, it is also likely those voting yes (who want to rebuy) will be able to do so at more attractive levels anyway!