Admission to Listing
Beazley Group PLC
12 November 2002
12 November 2002
NEWS RELEASE
Not for release, publication or distribution in or into or from the United
States, Canada, Japan or Australia.
Flotation of Beazley Group plc
Placing of £150 million
Beazley Group plc announces the Admission of the whole of its share capital to
the Official List and to trading on the London Stock Exchange's market for
listed securities at 8.00 am today. The Placing values Beazley at £167.5
million.
Highlights
• The Company is the holding company of the Beazley Group, which includes
Beazley Furlonge, a Lloyd's managing agent.
• Beazley Furlonge has managed Syndicate 623 since 1986 and for the 2002
year of account was the largest private independent managing agent at Lloyd's,
with capacity of £403 million.
• Syndicate 623 has returned a profit to members in every closed year of
account since 1986 and has a syndicate rating from A.M. Best of A (Excellent).
• The Company has raised capital in order to take advantage of the
current favourable underwriting conditions in the global insurance and
reinsurance markets and to reposition the Beazley Group as an independent,
integrated Lloyd's vehicle.
• The Beazley Group benefits from the following key strengths:
- an established portfolio of specialist business that is diverse in
terms of geography, broker and risk profile;
- a superior track record demonstrated by the Syndicate having
outperformed significantly the Lloyd's market as a whole;
- favourable underwriting conditions across all of the Syndicate's
divisions;
- opportunities for material growth in all of the Syndicate's
divisions;
- limited exposure to prior year losses; and
- an experienced management team.
• The net proceeds of the Placing will be used predominantly to enable
the Beazley Group to support its underwriting activities with permanent equity
capital and significantly increase its participation in the business of
Syndicate 623.
Pursuant to the Placing, 205,479,452 New Ordinary Shares, representing 89.5 per
cent. of the enlarged issued share capital, are being issued by the Company at
the Placing Price of 73p per Ordinary Share. Of this, 198,561,644 New Ordinary
Shares have been underwritten by Numis Securities and placed with institutional
and other investors. Contemporaneously with Admission, the Company has agreed
with Aon to redeem certain convertible loan notes held by Aon for £5.05 million
in cash, which Aon has agreed it will use to subscribe for the remaining New
Ordinary Shares in the Placing.
In the Prospectus of the Company the holding of INVESCO Asset Management
Limited, as agent for clients, was disclosed as 38,938,356 shares, or 16.97 per
cent of the ordinary share capital. It was explained that this holding would
mean that INVESCO Asset Management Limited would be considered a controller of
Beazley Furlonge and of the Beazley Group's corporate members for the purposes
of the FSMA and Lloyd's regulations. It is a requirement that such a holding,
to the extent that it is ten per cent or more, be given prior approval by both
the FSA and Lloyd's, for which applications have been made. The approvals have
not yet been received but are expected shortly. As envisaged by the Prospectus,
Numis has subscribed under the Placing Agreement for the excess above ten per
cent, being 16,219,891 ordinary shares or 7.07 per cent of the ordinary share
capital of the Company. INVESCO Asset Management Limited expects that, in the
absence of exceptional unforeseen circumstances and on receipt of the approvals
of the controller applications referred to above, it will purchase these shares
as agent for clients.
Numis Securities is acting as sponsor, stockbroker, lead manager and joint
financial adviser to the Company and Lexicon Partners is acting as joint
financial adviser to the Company. Banc of America Securities is acting as
co-manager.
Andrew Beazley, Chief Executive and co-founder of Beazley, said:
'This is an exciting and important time for Beazley. A listing will enable us
to support the growth within our business and enhance our ability to take full
advantage of the opportunities offered by the current favourable underwriting
market conditions.'
Copies of the Prospectus are available from the offices of the Beazley Group
(One Aldgate, London EC3N 1AA) and Numis Securities (Cheapside House, 138
Cheapside, London EC2V 6LH).
For further information, please contact:
Beazley Group plc Tel: 020 7667 0623
Andrew Beazley
Nicholas Furlonge
Arthur Manners
Numis Securities Tel: 020 7776 1500
Oliver Hemsley
Lexicon Partners Tel: 020 7743 6330
Sir Laurie Magnus
Angus Winther
Finsbury Tel: 020 7251 3801
Rupert Younger
Melanie Gerlis
Placing Statistics
Placing Price 73p
Number of Ordinary Shares in issue prior to the Placing 24,000,000
Number of New Ordinary Shares being issued 205,479,452
Number of Ordinary Shares in issue following the Placing 229,479,452
Estimated net proceeds of the Placing receivable by the Company £142.2m
Percentage of the enlarged ordinary issued share capital
available in the Placing 89.5%
Market capitalisation at the Placing Price £167.5m
Numis Securities, Lexicon Partners and Banc of America Securities are acting for
the Company in connection with the Placing and the proposed Admission and no one
else and will not be responsible to anyone other than the Company for providing
the protections afforded to customers of Numis Securities, Lexicon Partners or
Banc of America Securities respectively or for providing advice in relation to
the Placing, the contents of this announcement or any transaction or arrangement
referred to herein.
This announcement does not constitute an offer to buy or to subscribe for, or
the solicitation of an offer to buy or subscribe for, New Ordinary Shares in the
United States, Canada, Australia, Japan or in any jurisdiction in which such
offer or solicitation is unlawful. The New Ordinary Shares have not been, and
will not be, registered under the United States Securities Act of 1933 as
amended (the 'Securities Act') or qualified for sale under the laws of any state
of the United States or under the applicable laws of any of Canada, Australia or
Japan and, subject to certain exceptions, may not be offered or sold in the
United States or to, or for the account or benefit of, US persons (as such term
is defined in Regulation S under the Securities Act) or to any national,
resident or citizen of Canada, Australia or Japan.
This announcement does not constitute an offer of, or solicitation of, an offer
to purchase or subscribe for any New Ordinary Shares. No part of this
announcement shall form the basis or be relied upon in connection with any
contract or commitment whatsoever. Any decision to buy shares in the Placing
should be made solely on the basis of information contained in the Prospectus.
The contents of this announcement, which has been prepared by and is the sole
responsibility of Beazley Group plc has been approved by Numis Securities solely
for the purposes of Section 21 of the Financial Services and Markets Act 2000.
Numis Securities can be contacted as stated above.
Definitions
'Admission' in relation to particular shares, the admission of those shares to the
Official List and to trading on the London Stock Exchange's market for listed
securities becoming effective
'Aon' Aon Corporation, Inc. and its subsidiaries, or any of them, as the case may be
'Banc of America Securities' Banc of America Securities Limited, a company regulated by the FSA
'Beazley Furlonge' Beazley Furlonge Limited
'the Beazley Group' or 'Beazley' or 'the the Company, and its subsidiaries, or any of them as the case may be
Group'
'the Company' Beazley Group plc
'the Directors' the directors of the Company, namely Joseph Denny Sargent, Andrew Frederick
Beazley, Arthur Roger Manners, Nicholas Hill Furlonge, Jonathan George Gray,
Neil Patrick Maidment, Jonathan George Benton Rowell, Jonathan Geoffrey
William Agnew, Thomas Francis Sullivan and John Dudley Fishburn, who together
accept responsibility for the information contained in this press release
'Lexicon Partners' Lexicon Partners Limited, a company regulated by the FSA
'London Stock Exchange' London Stock Exchange plc
'New Ordinary Shares' the Placing Shares and the 6,917,808 new Ordinary Shares to be subscribed for
by Aon
'Numis Securities' Numis Securities Limited, a company regulated by the FSA
'Official List' the Official List of the UKLA
'Ordinary Shares' the ordinary shares of 5 pence each in the capital of the Company from time
to time
'Placing Price' 73p per Ordinary Share
'the Placing' the placing by Numis Securities Limited of the Placing Shares at the Placing
Price and the subscription by Aon of 6,917,808 new Ordinary Shares at the
Placing Price
'the Placing Shares' 198,561,644 new Ordinary Shares to be allotted and issued by the Company and
placed by Numis Securities Limited pursuant to the Placing
'Prospectus' the document published on 7 November 2002 in relation to the Placing and the
Admission of the Ordinary Shares to the Official List
'UK Listing Authority' or 'UKLA' the FSA, acting in its capacity as the competent authority for the purposes
of Part VI of the Financial Services and Markets Act 2000
This information is provided by RNS
The company news service from the London Stock Exchange