UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-1-276-2
Royal & Sun Alliance Insurance Group plc
(Exact name of registrant as specified in its charter)
9th Floor, One Plantation Place
30 Fenchurch Street
London EC3M 3BD
Great Britain
44 (0) 20 7111 700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
8.95% Subordinated Guaranteed Exchange Bonds due October 15, 2029 and related
Guarantee of the 8.95% Subordinated Guaranteed Exchange Bonds
due October 15, 2029
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon
to terminate the duty to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a) [ ] Rule 12h-6(d) [ ]
(for equity securities) (for successor registrants)
Rule 12h-6(c) [ ] Rule 12h-6(i) [X]
(for debt securities) (for prior Form 15 filers)
PART I
Item 1. Exchange Act Reporting History
Not Applicable.
Item 2. Recent United States Market Activity
Not Applicable.
Item 3. Foreign Listing and Primary Trading Market
Not Applicable.
Item 4. Comparative Trading Volume Data
Not Applicable.
Item 5. Alternative Record Holder Information
Not Applicable.
Item 6. Debt Securities
Not Applicable (See Item 8).
Item 7. Notice Requirement
Not Applicable.
Item 8. Prior Form 15 Filers
A. Royal & Sun Alliance Insurance Group plc (the "Company") previously
filed a Form 15 on 21 December 2006 to suspend its reporting obligations with
respect to the Debt Securities (as defined below) pursuant to Rule
12h-3(b)(1)(i) under the Exchange Act of 1934, as amended.
B. Not Applicable.
C. As of 31 August 2007, 50 worldwide record holders
held the 8.95% Subordinated Guaranteed Exchange Bonds due 15 October 2029 and
the related Guarantee of the 8.95% Subordinated Guaranteed Exchange Bonds due
15 October 2029 (the "Debt Securities") issued by the Company.
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PART II
Item 9. Rule 12g3-2(b) Exemption
The information required under Rule 12g3-2(b)(1)(iii) will be made
available on the Company's website at http://www.royalsun.com.
PART III
Item 10. Exhibits
Not Applicable.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at
any time before the effectiveness of its termination of reporting under Rule
12h-6, it has actual knowledge of information that causes it reasonably to
believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in
the United States exceeded 5 percent of the average daily trading
volume of that class of securities on a worldwide basis for the same
recent 12-month period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more
United States residents or 300 or more persons worldwide, if
proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act
reporting obligations under Rule 12h-6.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
Royal & Sun Alliance Insurance Group plc has duly authorized the undersigned
person to sign on its behalf this certification on Form 15F. In so doing, Royal
& Sun Alliance Insurance Group plc certifies that, as represented on this Form,
it has complied with all of the conditions set forth in Rule 12h-6 for
terminating its registration under section 12(g) of the Exchange Act, or its
duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both.
Date: 28 September 2007
By: /s/ George Culmer
--------------------------------
Name: George Culmer
Title: Chief Financial Officer