Publication of Scheme Document

RNS Number : 2058B

Amlin PLC

05 October 2015

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

5 October 2015

Recommended Cash Offer

for

Amlin plc
(incorporated and registered in England and Wales with registered number 02854310)

by

Mitsui Sumitomo Insurance Company, Limited

(incorporated in Japan)

a wholly owned subsidiary of MS&AD Insurance Group Holdings, Inc.

(incorporated in Japan)

Publication of Scheme Document

On 8 September 2015, Amlin plc ("Amlin") and Mitsui Sumitomo Insurance Company, Limited ("MSI") announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Amlin. It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Amlin and MSI are pleased to announce that the scheme document (the "Scheme Document"), which sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an indicative timetable of principal events, notices of the required meetings and details of the action to be taken by Amlin Shareholders, is being sent to Amlin Shareholders today.

As described in the Scheme Document, to be effective the Scheme requires, amongst other things, the approval of Scheme Shareholders at the Court Meeting, the passing of a Special Resolution at the Amlin General Meeting and the subsequent sanction of the Scheme by the Court.  The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

The Court Meeting and the Amlin General Meeting are scheduled to be held at 11.00 a.m. and 11.15 a.m. respectively on 3 November 2015 at the London offices of Amlin at The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AG. 

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible.

Subject to approval at the relevant meetings, the satisfaction or waiver of the other Conditions set out in the Scheme Document and the sanction of the Court, the Scheme is expected to become effective during the first quarter of 2016.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

The expected timetable of principal events is set out below:

Event	Time and/or date(1)
Publication of Scheme Document	5 October 2015
Latest time for lodging Forms of Proxy for: (a)        Court Meeting (BLUE) (b)        Amlin General Meeting (WHITE)	11.00 a.m. on 1 November 2015(2) 11.15 a.m. on 1 November 2015(3)
Voting Record Time	6.00 p.m. on 1 November 2015(4)
Court Meeting	11.00 a.m. on 3 November 2015
Amlin General Meeting	11.15 a.m. on 3 November 2015(5)
The following dates and times associated with the Scheme are subject to change and will depend, amongst other things, on the date on which regulatory and antitrust (and other) Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the Court sanctions the Scheme. Amlin will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service. Further updates and changes to these dates and times shall, at Amlin's discretion, be notified in the same way.
Court Hearing to sanction the Scheme	a date expected to be in early 2016 subject to regulatory clearances ("D")(6)(7)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Amlin Shares	D+1(6)
Suspension of listing of, and dealings in, Amlin Shares	5.00 p.m. on D+1(6)
Scheme Record Time	6.00 p.m. on D+1(6)
Effective Date of Scheme	D+2 - D+9 ("S")(6)(8)
Delisting of Amlin Shares	by 8.00 a.m. on S+1(6)
CREST accounts credited in respect of proceeds for uncertificated Scheme Shares	By S+14
Cheques despatched in respect of proceeds for certificated Scheme Shares	By S+14
Long-Stop Date	8 June 2016(9)

Notes:

(1)	All times shown in this announcement are London times unless otherwise stated. The dates and times given are indicative only and are based on Amlin's current expectations and may be subject to change (including as a result of changes to the regulatory and antitrust timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Amlin Shareholders by announcement through a Regulatory Information Service.
(2)	The Blue Form of Proxy for the Court Meeting may, alternatively, be handed to Amlin's Registrars, Equiniti, or the Chairman of the Court Meeting, at the start of the Court Meeting (or any adjournment thereof). However, if possible, Amlin Shareholders are requested to lodge the Blue Forms of Proxy at least 48 hours before the time appointed for the Court Meeting (or any adjournment thereof). Amlin Shareholders who hold Amlin Shares in uncertificated form (i.e. in CREST) should refer to the notes, in particular note (v) in relation to the timing and limitations of the CREST system, to the notice of the Amlin General Meeting set out in Part X of the Scheme Document. Electronic Proxy Appointment ("EPA") is available for the Court Meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown.
(3)	The White Form of Proxy for the Amlin General Meeting must be lodged with Amlin's Registrars, Equiniti, by no later than 11.15 a.m. on 1 November 2015 in order for it to be valid, or, if the Amlin General Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If the White Form of Proxy is not returned by such time, it will be invalid. Amlin Shareholders who hold Amlin Shares in uncertificated form (i.e. in CREST) should refer to the notes, in particular note (v) in relation to the timing and limitations of the CREST system, to the notice of the Amlin General Meeting set out in Part X of the Scheme Document. Electronic Proxy Appointment ("EPA") is available for the Amlin General Meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown.
(4)	If either Amlin Meeting is adjourned, the Voting Record Time for the adjourned Amlin Meeting will be 6.00 p.m. on the date two days before the date fixed for the relevant adjourned Amlin Meeting.
(5)	To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.
(6)	These times and dates are indicative only and will depend, amongst other things, on the dates upon which the Conditions are satisfied or (where permitted) waived.
(7)	The Court Hearing to sanction the Scheme is to be held on such date as Amlin and MSI may agree.
(8)	This date is indicative only and is subject to the Scheme Court Order having been stamped by HMRC. "S" is expected to be during the first quarter of 2016.
(9)	This is the latest date by which the Transaction may become Effective unless Amlin and MSI (if necessary) agree, and (if required) the Court and the Panel allow, a later date.

For further information:

MSI Masato Naito (Corporate Communications) Tel: [phone]	Amlin Charles Philipps (Chief Executive) Richard Hextall (Chief Finance & Operations Officer) Tel: [phone]
Goldman Sachs (Lead Financial Adviser to MSI) Mark Sorrell Nimesh Khiroya Paul Miller Tel: [phone] Yoshihiko Yano Tel: [phone]	Evercore (Joint Financial Adviser to Amlin) Matthew Lindsey-Clark Nick Chapman Tel: [phone] Rothschild (Joint Financial Adviser to Amlin) Jonathan Eddis John Nisbet Tel: [phone]
Nomura (Financial Adviser to MSI) Andrew McNaught Ed Skilton Tel: [phone]	Morgan Stanley (Joint Corporate Broker to Amlin) Paul Baker Douglas Campbell Tel: [phone] Numis (Joint Corporate Broker to Amlin) Oliver Hemsley Tel: [phone]
Brunswick (PR Adviser to MSI) Andrew Garfield Tel: [phone]	FTI (PR Adviser to Amlin) John Waples Tel: [phone] Ed Berry Tel: [phone]

Important disclaimers

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for MSI and no-one else in connection with the Transaction and will not be responsible to anyone other than MSI for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Transaction. Neither Goldman Sachs International nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs International in connection with the Transaction, any statement contained herein or otherwise.

Nomura International plc ("Nomura"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for MSI and no-one else in connection with the matters set out in the Transaction and will not be responsible to anyone other than MSI for providing the protections afforded to clients of Nomura nor for providing advice in relation to the Transaction. Neither Nomura nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Nomura in connection with the Transaction, any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amlin and no one else in connection with the Transaction and will not be responsible to anyone other than Amlin for providing the protections afforded to clients of Evercore, or for giving advice in connection with the matter referred to in the Transaction or any matter referred to herein.  Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the Transaction, any statement contained herein or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amlin and for no one else in connection with the Transaction and will not be responsible to anyone other than Amlin for providing the protections afforded to its clients or for providing advice in connection with the subject matter of the Transaction, any statement contained herein or otherwise.

Morgan Stanley & Co International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amlin and no one else in connection with the Transaction and will not be responsible to anyone other than Amlin for providing the protections afforded to clients of Morgan Stanley, or for giving advice in connection with the Transaction or any matter referred to herein. Morgan Stanley, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client nor will they owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Amlin for providing advice in connection with the Transaction, any statement contained herein or otherwise.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to Amlin in relation to the Transaction and will not be responsible to any person other than Amlin under the Financial Services and Markets Act 2000 (as amended), the rules of the Financial Conduct Authority or otherwise for providing the protections afforded to its clients or for advising any other person in relation to the Transaction or any matter, transaction or arrangement referred to herein.

This announcement is for information purposes only and is not intended to, and does not constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise.  The Transaction will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction.  Any decision in respect of, or other response to, the Transaction, should be made only on the basis of the information contained in the Scheme Document.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Notice to Overseas Shareholders

The laws of the relevant jurisdictions may affect the availability of the Transaction to persons who are not resident in the United Kingdom.  Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility and liability for the violation of such restrictions by any person.

The Transaction will not be made available, directly or indirectly, in a Restricted Jurisdiction, and the Transaction will not be capable of acceptance from within a Restricted Jurisdiction.  Accordingly, copies of this announcement and all other documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.  Further details in relation to overseas Amlin Shareholders will be contained in the Scheme Document.

The Transaction relates to the shares of a U.K. company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a U.K. company that is a "foreign private issuer" as defined under Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the U.K. to schemes of arrangement, which differ from the disclosure requirements and practices of U.S. shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the U.K. and may not be comparable to the financial statement of U.S. companies.

In the event that MSI extends the Transaction into the U.S. at some future time, it will do so in satisfaction of the procedural and filing requirements of the U.S. securities laws at that time, to the extent applicable thereto.

Forward looking statements

This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "hope", "continue", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof.  Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the MSI Group or the Amlin Group; and (iii) the effects of government regulation on the business of the MSI Group or the Amlin Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future.  Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will provide to have been correct.  Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements which refer only to the position as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to MSI or Amlin or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of MSI or Amlin undertakes any obligation to update publicly, correct or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.ms-ins.com/english and http://www.amlin.com/investors.aspx by no later than 12 noon on 6 October 2015.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

You will not be sent a hard copy of this announcement unless you request one.  You may request a hard copy of this announcement, free of charge, by contacting Harrison Hope of Evercore at 15 Stanhope Gate London, W1K 1LN  or  on [phone]  or John Nisbet of Rothschild at New Court, St Swithin's Lane, London EC4N 8AL or on [phone]. Amlin Shareholders may also request that all future documents, announcements and information be sent to them in relation to the Transaction should be in hard copy form.

 

END

 

 

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