Proposed re-location of management to the UK

RNS Number : 1140Q

Beazley PLC

25 February 2016

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Dublin, 25 February 2016

Beazley plc

("Beazley")

Proposed re-location of management to the UK

As previously announced on 4 February 2016, the board of Beazley plc (LSE: BEZ) (the "Directors") are recommending re-locating the management of the Group to the United Kingdom. The Board believes that this change of the location of the management of the Group will simplify the management and decision making of the Group and allow shareholders access to a UK dividend stream.

Beazley is pleased to announce that it is today posting to shareholders a circular setting out further details of the proposals to return the management of the Group to the UK (the "Scheme Circular"). The Scheme Circular will shortly be available for inspection at the National Storage Mechanism at www.morningstar.co.uk/uk/NSM and published on the Group's website (http://investor.relations.beazley.com).

In order to effect the change in the location of the management of the Group, it is proposed to put in place a new parent company for Beazley - also named Beazley plc ("New Beazley") - which is incorporated in England and Wales and resident for tax purposes in the UK. The introduction of New Beazley as the new parent company of the Group is to be effected by way of a scheme of arrangement under article 125 of the Companies (Jersey) Law 1991 (the "Scheme"). The Scheme is conditional upon a number of matters, including shareholder approval at a meeting convened by the Jersey Court (the "Jersey Court Meeting") and a separate general meeting of Beazley (the "Scheme General Meeting"). Those meetings will be held shortly after Beazley's annual general meeting on 24 March 2016 in Dublin. The notices convening the Jersey Court Meeting and Scheme General Meeting are set out in the Scheme Circular. Following the effective date of the Scheme, Beazley will be re-named Beazley Ireland Holdings plc.

In order that the Jersey Court can be satisfied that the votes cast fairly represent the views of Beazley Shareholders, it is important that as many votes as possible are cast at the Jersey Court Meeting. The Directors therefore encourage Beazley Shareholders to complete, sign and return the forms of proxy enclosed with the Scheme Circular in respect of the Jersey Court Meeting and the Scheme General Meeting as soon as possible and, in any event, by no later than the times and dates set out in the Scheme Circular.

If the conditions to the Scheme are satisfied and the Scheme is approved and implemented, Scheme Shareholders will have their Beazley Shares replaced by the same number of New Beazley Shares. Scheme Shareholders' proportionate entitlement to participate in Beazley's capital and income will not be affected by reason of the implementation of the Scheme.

The Scheme is expected to become effective on 13 April 2016.

Reasons for the Scheme

In 2009, the Group's corporate structure was, with the approval of the then shareholders, changed by putting in place a new parent company, Beazley, incorporated in Jersey with its tax residence in Ireland. At the same time, the Group incorporated Beazley Re, an internal reinsurer incorporated in Ireland. The change has allowed for more efficient use of the Group's capital and facilitated the approval of the Group's Solvency II internal model by the Central Bank of Ireland to determine the Group's Solvency Capital Requirement.

The Directors believe that the United Kingdom is the optimal location for the management of the Group. Following legislative changes in the Finance Act 2012 relating to controlled foreign companies, the Directors anticipate that there will be no material change in the Group's reported tax rate, or taxation paid as a result of the change in the Group's tax residence following the implementation of the Scheme. The Directors believe that this change of the location of the management of the Group will simplify the management and decision making of the Group and allow New Beazley Shareholders access to a UK dividend steam. Accordingly, the Directors are recommending returning the management of the Group to the United Kingdom, to be effected by the implementation of the Scheme.

Principal features of the Scheme

Under the Scheme, all the Scheme Shares will be cancelled on the Effective Date by way of a reduction of capital. In consideration for the cancellation, Scheme Shareholders will receive in respect of any Scheme Shares held as at the Scheme Record Time:

for each Beazley Share cancelled: one New Beazley Share

Following the cancellation of the Scheme Shares, the share capital of Beazley will be increased to its former amount by the creation of the Beazley New Ordinary Shares and the credit arising in the books of Beazley as a result of the reduction in capital will be applied in paying up in full, at par, the Beazley New Ordinary Shares. The Beazley New Ordinary Shares will be issued to New Beazley which will, as a result, become the parent company of Beazley and the Group.

The implementation of the Scheme is conditional on the following having occurred:

a)   the Scheme being approved by a majority in number, representing three fourths in voting rights, of the holders of Beazley Shares present and voting, either in person or by proxy, at the Jersey Court Meeting;

b)   resolutions 1 and 2 (as set out in the notice convening the Scheme General Meeting set out in the Scheme Circular), to approve the matters in connection with the Scheme having been duly passed at the Scheme General Meeting by a majority of not less than two-thirds of the votes cast;

c)   the Scheme having been sanctioned by the Jersey Court at the Jersey Court Hearing;

d)   the Jersey Court Order having been delivered to the Jersey Registrar of Companies and registered by him; and

e)   permission having been granted by the UK Listing Authority to admit the New Beazley Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

If these conditions to the Scheme are satisfied and the Scheme is approved and implemented the Scheme is expected to become effective on 13 April 2016.

Prospectus and listing

A prospectus relating to New Beazley, the Group and Admission is expected to be made available in electronic form on the Group's website (http://investor.relations.beazley.com) on or around the date of this document after it has been filed with the FCA in accordance with the Prospectus Rules. Application will be made to the UK Listing Authority for the New Beazley Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that the New Beazley Shares will be listed and that dealings in them will commence at 8.00 a.m. on 13 April 2016. The listing of Beazley Shares is also expected to be cancelled on that date. The balance of Beazley Shares remaining under Beazley's existing block listing which are not yet issued or allotted will also be cancelled at this time. The number of Beazley Shares remaining under each share scheme covered by the block listing, which will therefore be cancelled, is shown below, as per the block listing return announcement released by Beazley on 19 February 2016.

Beazley plc UK SAYE plan	310,768 ordinary shares of 5p each
Beazley plc US SAYE plan	243,829 ordinary shares of 5p each
Beazley plc ESOS plans	45,323 ordinary shares of 5p each

Expected timetable of key events

Latest time for lodging BLUE Forms of Proxy for the Jersey Court Meeting	12.45 p.m. on 22 March 2016(1)
Latest time for lodging PINK Forms of Proxy for the Scheme General Meeting	1.00 p.m. on 22 March 2016
Voting Record Time	6.00 p.m. on 22 March 2016(2)
Jersey Court Meeting	12.45 p.m. on 24 March 2016
Scheme General Meeting	1.00 p.m. on 24 March 2016(3)
Jersey Court Hearing to sanction the Scheme and the Scheme Reduction of Capital	9.00 a.m. on 11 April 2016(4)
Last day of dealings in, and registration of transfers of, Beazley Shares	12 April 2016(5)
Scheme Record Time	6.00 p.m. on 12 April 2016(5)
Effective Date of the Scheme	13 April 2016(4)
Listing of Beazley Shares cancelled, New Beazley Shares admitted to Official List, New Beazley Shares credited in uncertificated form to CREST accounts and commencement of dealings in New Beazley Shares on the London Stock Exchange	8.00 a.m. on 13 April 2016(5)
Court hearing to confirm the New Beazley Reduction of Capital	20 April 2016(5)
New Beazley Reduction of Capital becomes effective	21 April 2016(6)
Despatch of New Beazley share certificates for New Beazley Shares in certificated form	No later than 28 April 2016(6)
(1)    BLUE Forms of Proxy for the Jersey Court Meeting not returned by this time may be handed to the Jersey Registrars, Equiniti (Jersey) Limited, or to the chairman of the Jersey Court Meeting. (2)    If either the Jersey Court Meeting or the Scheme General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date two days before the date set for the adjourned meeting. (3)    To commence at 1.00 p.m. or, if later, immediately after the conclusion or adjournment of the Jersey Court Meeting. (4)    This date is indicative only and will depend, among other things, on the date upon which the Jersey Court sanctions the Scheme. (5)    These dates are indicative only and will depend, among other things, on the date upon which the Scheme becomes effective. (6)    These dates are indicative only and will depend, among other things, on the date on which the Court confirms the New Beazley Reduction of Capital and the Registrar of Companies registers the act of court and approved minute of the English Court.

New Beazley reduction of capital

Following the Scheme becoming effective, it is proposed that the share capital of New Beazley will be reduced to create distributable reserves in New Beazley. Such reduction of capital will require the approval of Beazley Shareholders at the Scheme General Meeting. As New Beazley is an English company, the reduction of capital will also require confirmation by the English Court.

Full details of the proposed reduction of capital are set out in the Scheme Circular.

Dividend Access Plan

The Dividend Access Plan was primarily designed to ensure that Beazley Shareholders could receive UK dividends. The Dividend Access Plan will not be required after the Scheme becomes effective as New Beazley is incorporated in England and Wales and therefore will pay UK dividends. This announcement constitutes notice via Regulatory Information Service of the termination of the Dividend Access Plan with effect from the later of: (a) the Effective Date and (b) the payment of the second interim dividend for 2015 and the special dividend.

Payment of the previously announced second interim dividend for 2015 and the special dividend will each be unaffected by the Scheme and such dividends will be paid to Dividend Access Plan participants in accordance with the terms of the Dividend Access Plan.

Any defined terms used in this announcement are as set out in the Scheme Circular unless otherwise stated.

For further information, please contact:

Beazley plc Sian Coope, Company Secretary	[phone]
Numis Securities Limited (Sponsor) Andrew Holloway Charles Farquhar	[phone]

IMPORTANT NOTICE

This announcement does not constitute an invitation or offer to sell or the solicitation of an invitation or offer to buy any security. None of the securities referred to in this announcement shall be sold, issued, subscribed for, purchased, exchanged or transferred in any jurisdiction in contravention of applicable law.

This announcement does not constitute an offer for sale in the United States. The securities described have not been, and will not be, registered under the US Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, into the United States unless the securities are so registered or an exemption from the registration requirements is available.

This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the industry in which Beazley operates to differ materially from the impression created by these forward-looking statements. Beazley does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this announcement.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting for Beazley and New Beazley and no one else in connection with the Proposals and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Proposals and will not be responsible to anyone other than Beazley and New Beazley for providing the protections afforded to its clients or for providing advice in relation to the Proposals, the contents of this document or any transaction or arrangement referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regime established thereunder, Numis does not accept any responsibility or liability whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, Beazley, New Beazley, the Directors or any other person in connection with the Proposals, and nothing in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Numis accordingly disclaims all and any liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this document or any such statement.

Note to editors:

Beazley plc (BEZ.L), is the parent company of specialist insurance businesses with operations in Europe, the US, Latin America, Asia, Middle East and Australia. Beazley manages six Lloyd's syndicates and, in 2015, underwrote gross premiums worldwide of $2,080.9 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

 

END

 

 

STRQELBLQLFXBBZ