Beazley plc - PrimaryBid retail offer

RNS Number : 5112G

Beazley PLC

15 November 2022

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ( " UK MAR " ) .

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BEAZLEY PLC.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

NO OFFERING DOCUMENT OR PROSPECTUS WILL BE MADE AVAILABLE IN ANY JURISDICTION IN CONNECTION WITH THE MATTERS CONTAINED OR REFERRED TO IN THIS ANNOUNCEMENT OR THE PLACING AND NO SUCH OFFERING DOCUMENT OR PROSPECTUS IS REQUIRED (IN ACCORDANCE WITH THE REGULATION (EU) 2017/1129 OR THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) TO BE PUBLISHED.

15 November 2022

Beazley Plc

(the " Company " or the "Group" )

PrimaryBid Retail Offer

· Beazley plc announces a Retail Offer via PrimaryBid;

· The price will be determined at the close of the bookbuild;

· The Retail Offer is available to existing shareholders and new investors;

· Investors can access the Retail Offer through the PrimaryBid mobile app and through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to their participation;

· Subscriptions through PrimaryBid's partner network can be made from ISAs or SIPPs, as well as General Investment Accounts (GIAs);

· The issue price for the Retail Shares will be equal to the Placing Price;

· There is a minimum subscription of £500 per investor in the Retail Offer;

· No commission is charged by PrimaryBid on applications to the Retail Offer.

Retail Offer

Beazley plc ( LON : BEZ.L ), is pleased to announce, a conditional offer for subscription via PrimaryBid (the "RetailOffer")of new Ordinary Shares of 5 pence each in the Company ("Retail Shares") .  The Company is also conducting a placing of new Ordinary Shares (the "Placing Shares") by way of an accelerated bookbuild process (the "Placing") as announced earlier today. The price at which the Placing Shares are to be placed (the  " Placing Price " ) will be determined at the close of the bookbuilding process. In addition, certain directors of the Company intend to subscribe for new ordinary shares in the capital of the Company alongside the Placing (the "Subscription", together with the Placing and the Retail Offer, the "Fundraise").

The issue price for the Retail Shares, as well as for the shares in the Subscription, will be equal to the Placing Price.

The Fundraise is conditional on the new Ordinary Shares to be issued pursuant to the Fundraise being admitted to the premium listing segment of the Official List of the Financial Conduct Authority and admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). Admission is expected to be take place at 8.00 a.m. on 18 November 2022 . The Retail Offer will not be completed without the Placing also being completed.

The Company will use the funds raised to provide growth capital to fund underwriting opportunities and enable a well-balanced capital structure to be maintained.

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the Company's existing authorities from shareholders for non-pre-emptive offers so as to minimise cost, time to completion and use of management time, the Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines. Existing shareholders and new investors can access the Retail Offer through the PrimaryBid mobile app and through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to their participation. The PrimaryBid mobile app is available on the Apple App Store and Google Play. After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail investors the opportunity to participate in the Company's equity fundraising alongside the Placing, is in the best interest of shareholders, as well as wider stakeholders in the Company. Investors wishing to subscribe to the Retail Offer using their ISAs, SIPP or GIA should contact their investment platform, retail broker or wealth manager. PrimaryBid does not charge investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and future PrimaryBid transactions, should contact [e-mail].

The Retail Offer will be open to individual and institutional investors following the release of this announcement. The Retail Offer is expected to close at the same time as the Placing. The Retail Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that once an application for new Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer , visit  www.PrimaryBid.com  or email PrimaryBid at [e-mail]. 

The new Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the existing ordinary shares of the Company.

Beazley plc Sam Whiteley	[phone]  [e-mail]
PrimaryBid Limited Nick Smith / James Deal	[e-mail]

Details of the Retail Offer

The Company highly values its retail investor base and the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate through the Retail Offer. The Company is therefore making the Retail Offer available exclusively through the PrimaryBid mobile app.

The Retail Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Retail Offer is not being made into any jurisdiction outside of the United Kingdom.

There is a minimum subscription of £500 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at  www.PrimaryBid.com . The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for new Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid mobile app before making a decision to subscribe for new Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt. 

This Announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This Announcement is not an offer of securities for sale into the United States. The Retail Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") , as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States.

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