NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The availability of the Rights Issue and Placing to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.
18 March 2009
Beazley Group plc ('Beazley' or the 'Company')
Result of Extraordinary General Meeting and Despatch of Provisional Allotment Letters
Beazley announces that at the Extraordinary General Meeting held today for the purpose of passing certain resolutions relating to the proposed Rights Issue and Placing announced on 13 February 2009, all Resolutions put to the meeting were duly passed without amendment.
Under the terms of the Rights Issue and Placing, the Company intends to raise approximately £150 million (net of expenses) by the issue of 165,589,635 New Shares by way of the Rights Issue and the issue of 17,478,904 new Ordinary Shares by way of the Placing. The Rights Issue will be undertaken on the basis of 9 New Shares at 86 pence per New Share for every 19 Ordinary Shares held by Qualifying Shareholders at 5.00pm on the Record Date (being 16 March 2009). The subscription price for each of the Placing Shares is 86 pence per share. The Rights Issue and Placing are fully underwritten by Numis Securities Limited.
Application has been made to the UK Listing Authority and to the London Stock Exchange for the 165,589,635 New Shares and 17,478,904 Placing 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 Nil Paid Rights and Placing Shares will be enabled for settlement in CREST and that dealings in the New Shares, nil paid, and the Placing Shares, will commence on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 19 March 2009.
Provisional Allotment Letters will be posted to Qualifying non-CREST Shareholders today, subject to certain restrictions in relation to certain Shareholders with registered addresses, or who are resident outside the United Kingdom. The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 3 April 2009.
Definitions used in the prospectus dated 13 February 2009 (the 'Prospectus') apply to this announcement unless the context otherwise requires.
Details of proxy voting instructions in relation to the Resolutions, as set out in the notice of Extraordinary General Meeting contained in the Prospectus, are set out below:
Resolution |
For |
Against |
Discretionary |
Withheld |
1. To increase the Company's authorised share capital and authorise the allotment of the New Shares and Placing Shares and to approve the Placing at the subscription price for the Placing Shares. |
264,727,740 |
246,770 |
30,687 |
692,770 |
2. Subject to the passing of Resolution 1, to disapply pre-emption rights in respect of the Rights Issue and the Placing. |
264,701,952 |
271,795 |
31,450 |
692,770 |
Resolution 1 was proposed as an ordinary resolution and Resolution 2 was proposed as a special resolution.
A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes 'For' or 'Against' a resolution.
- ENDS -
Enquiries: |
|
|
|
Beazley Group PLC |
+44 (0) 20 7667 0623 |
Andrew Horton, Chief Executive Officer |
|
|
|
Numis Securities Limited |
+44 (0) 20 7260 1000 |
Oliver Hemsley |
|
Tom Booth |
|
|
|
Lexicon Partners Limited |
+44 (0) 20 7653 6000 |
Angus Winther |
|
Nick Chapman |
|
|
|
Finsbury |
+44 (0) 20 7251 3801 |
Vanessa Neill |
|
Numis Securities Limited and Lexicon Partners Limited are both authorised and regulated in the United Kingdom by the FSA, are acting for Beazley and no-one else in connection with the Rights Issue and the Placing, and will not regard any other person as a client in relation to the Rights Issue and the Placing, and will not be responsible to anyone other than Beazley for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue and the Placing or any matters referred to in this announcement.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue and Placing. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights, New Shares and/or Placing Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. Copies of the Prospectus are available from Beazley's registered office. The Prospectus is also available for inspection during usual business hours on any weekday (Bank Holidays are excepted) until close of business on 2 April 2009 at the offices of Allen & Overy LLP, One Bishops' Square, London E1 6AD.