Offer To Sell Securities for Cash

RNS Number : 3210X

Beazley PLC

07 February 2013

 



Beazley plc

Dublin, 7 February 2013

BEAZLEY GROUP LIMITED ANNOUNCES AN INVITATION FOR OFFERS TO SELL SECURITIES FOR CASH

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE TENDER OFFER IS SUBJECT TO RESTRICTIONS IN CERTAIN JURISDICTIONS, AS MORE FULLY DESCRIBED IN THE TENDER OFFER MEMORANDUM

Beazley Group Limited (the "Issuer") hereby announces an invitation to holders (subject to the offer and distribution restrictions set out below) of its outstanding £150,000,000 Fixed/Floating Rate Subordinated Notes due 2026 (the "Notes") to submit offers to sell ("Offers to Sell") any and all of their Notes to the Issuer for cash (the "Tender Offer").

The Tender Offer is made on the terms and subject to the conditions contained in the tender offer memorandum dated 7 February 2013 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement have the same meanings ascribed to them in the Tender Offer Memorandum. The purpose of the Tender Offer is to increase the Issuer's flexibility to manage its business by removing its commitment to maintain a rating in relation to the Notes. The Issuer is therefore offering Noteholders the opportunity to sell their existing holdings via the current Tender Offer.

The Issuer will pay the Purchase Price of 100 per cent. for Notes accepted by it for purchase pursuant to the Tender Offer. The Issuer will also pay an amount equal to accrued and unpaid interest on the relevant Notes accepted for purchase from, and including, the immediately preceding interest payment date for the Notes up to, but excluding, the Settlement Date, which is expected to be 20 February 2013. The Tender Offer will be funded by the Issuer's existing resources. If the Issuer decides to accept valid tenders of any Notes for purchase pursuant to the Tender Offer, it will accept for purchase all of the Notes so tendered, without scaling.

Notes/ISIN	Amount Outstanding	Maturity Date	Purchase Price	Amount subject to the Tender Offer
£150,000,000 Fixed/Floating Rate Subordinated Notes due 2026 (XS0270707283)	£102,652,000	The interest payment date falling on or nearest to 17 October 2026	100 per cent.	Any and all

The Issuer reserves the right, in its sole and absolute discretion, not to accept any Offers to Sell, not to purchase Notes or to extend, terminate, withdraw or modify in any manner any of the terms and conditions of the Tender Offer (subject to applicable laws and regulations).

Participating in the Tender Offer

To tender Notes pursuant to the Tender Offer, a holder should deliver, or arrange to have delivered on its behalf, through the relevant clearing system and in accordance with the requirements of such clearing system, a valid tender instruction that is received by the Tender Agent by the Expiration Time.

Holders of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary must receiveinstructions to participate in the Tender Offer before the deadlines specified in the timeline below.

Expected Transaction Timeline

Events/Dates		Times and Dates
Commencement of the Tender Offer		7 February 2013
Tender Offer announced through the Clearing Systems and publication of the launch announcement on a Notifying News Service and published through RNS.
Tender Offer Memorandum available from the Tender Agent.
Beginning of Tender Offer Period.
Expiration Time		5.00 p.m. London time on 14 February 2013
Deadline for receipt of Electronic Offer Instructions.
End of Tender Offer Period.
Results Announcement Time		No later than one Business Day following the Expiration Time
Announcement of whether the Issuer will accept valid tenders of Notes pursuant to the Tender Offer and, if so accepted, the aggregate principal amount of Notes accepted for purchase pursuant to the Tender Offer, distributed via the Clearing Systems and published by way of announcement on a Notifying News Service and published through RNS.
Settlement Date		20 February 2013
Settlement date of the Tender Offer and payment of Tender Consideration in respect of Notes accepted for purchase.

For further information:

A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:

The Dealer Manager:

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP125
United Kingdom

Tel: [phone]
Attention: FIG Syndicate / Liability Management
Email: [e-mail] / [e-mail]

The Tender Agent:

Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: [phone]
Attention: Thomas Choquet / Victor Parzyjagla
Email: [e-mail]

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.

The Dealer Manager does not take responsibility for the contents of this announcement and none of the Issuer, the Dealer Manager, the Tender Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether holders of Notes should tender Notes in the Tender Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire any Notes is being made pursuant to this notice. Any such invitation is only being made in the Tender Offer Memorandum and any such acquisition or acceptance of Notes should be made solely on the basis of information contained in the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information, which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.

Jurisdictional Restrictions:

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by each of the Issuer, the Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the United States Securities Act of 1933 (as amended). Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offers to sell made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Noteholder participating in the Tender Offer will represent that it is not located in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum by the Issuer and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Republic of Italy

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (the "CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"), as the case may be. The Tender Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

A holder of the Notes located in the Republic of Italy can tender the Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each such intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.

France

The Tender Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. Neither the announcement nor the Tender Offer Memorandum has been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

General

This announcement and the Tender Offer Memorandum do not constitute an offer to buy or a solicitation of an offer to sell the Notes, and Offers to Sell will not be accepted from Noteholders, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer and in which the Dealer Manager or any of their affiliates are so licensed, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliates on behalf of the Issuer.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum under the heading "Procedures for Participating in the Tender Offer". Any Offer to Sell pursuant to the Tender Offer from a Noteholder that is unable to make these representations may be rejected. Each of the Issuer, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any Offer to Sell pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender may be rejected.

For further information, please contact:

Beazley plc

Sian Coope

[phone]

Note to editors:

Beazley plc (BEZ.L), is the parent company of specialist insurance businesses with operations in Europe, the US, Asia and Australia. Beazley manages five Lloyd's syndicates and, in 2011, underwrote gross premiums worldwide of $1,712.5 million. All Lloyd's syndicates are rated A by A.M. Best. 

Beazley's underwriters in the United States focus on writing a range of specialist insurance products. In the admitted market, coverage is provided by Beazley Insurance Company, Inc., an A.M. Best A rated carrier licensed in all 50 states. In the surplus lines market, coverage is provided by the Beazley syndicates at Lloyd's.

Beazley is a market leader in many of its chosen lines, which include professional indemnity, property, marine, reinsurance, accident and life, and political risks and contingency business.

For more information please go to: www.beazley.com

 

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