Results of Placing

RNS Number : 3179N

Beazley PLC

19 May 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

19 May 2020

Beazley plc

("Beazley " or the "Company")

Results of Placing

Beazley announces the successful completion of the placing of new ordinary shares in the capital of the Company, as announced by the Company yesterday (the "Placing").

A total of 78,501,420 new ordinary shares of five pence each in the capital of the Company (the "Placing Shares") have been placed by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC") and Numis Securities Limited ("Numis", together with J.P. Morgan Cazenove, the "Joint Bookrunners"), at a price of 315 pence per Placing Share (the "Placing Price"). Certain directors and members of the senior management team of the Company have either participated in the Placing or have separately subscribed (the "Subscription") for new ordinary shares of five pence each in the capital of the Company (the "Subscription Shares" and together with the Placing Shares, the "New Ordinary Shares"), at the Placing Price, pursuant to subscription letters entered into with the Company. A total of 13,085 Subscription Shares were subscribed through the Subscription.

Together, the Placing and Subscription of 78,514,505 New Ordinary Shares raised gross proceeds of approximately £ 247 million (approximately $300 million). The Placing Price of 315 pence represents a discount of 4.9 per cent to the closing share price of 331.4 pence on 18 May 2020. The Placing Shares and the Subscription Shares being issued together represent approximately 15 per cent of the existing issued ordinary share capital of Beazley prior to the Placing and Subscription.

Applications have been made (i) to the Financial Conduct Authority (the "FCA") for admission of the New Ordinary Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the New Ordinary Shares to trading on its main market for listed securities (together, "Admission").

Settlement for the New Ordinary Shares and Admission are expected to take place on or before 8.00 a.m. on 21 May 2020. The Placing and Subscription are conditional upon, among other things, Admission becoming effective. The Placing and Subscription are also conditional upon the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") not being terminated in accordance with its terms .

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all  dividends and other distributions declared, made or paid after the date of issue.

Beazley does not currently hold any shares in treasury and, therefore, following Admission, the total number of shares in issue in the Company will be 608,482,708. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Director and executive management participation in the Placing

The following directors of the Company have agreed to subscribe for the number of Placing Shares opposite his/her name as set out below:

Name	Number of Placing Shares
Adrian Cox	95,238
Andrew Horton	47,619
Andrew Likierman	3,000
Catherine Woods	12,698
David Roberts	15,873
John Reizenstein	1,904
Robert Stuchbery	15,873
Sally Lake	23,809

Director participation in the Subscription

The following director of the Company has agreed to subscribe for the number of Subscription Shares opposite her name as set out below:

Name	Number of Subscription Shares
Christine LaSala	13,085

Exchange rate

Unless otherwise specified, this Announcement contains certain translations of pounds sterling into amounts in US Dollars for the convenience of the reader based on the exchange rate of  £1 = $1.2130 , being the published exchange rate by Bloomberg (BFIX) at 17:00 on 15 May 2020.

The person responsible for releasing this announcement is Christine Oldridge (Company Secretary).

For further information:

Beazley  plc	Tel: [phone]
Andrew Horton, Chief Executive Officer
Sally Lake, Group Finance Director
JPMorgan Cazenove (Joint Bookrunner and Joint Corporate Broker)	Tel: [phone]
Conor Hillery / Claire Brooksby / Barry Meyers / Ed Digby
Numis Securities (Joint Bookrunner and Joint Corporate Broker)	Tel: [phone]
Charles Farquhar / Jamie Loughborough / Jonathan Abbott
Finsbury	Tel: [phone]
Guy Lamming / Humza Vanderman	[e-mail]

IMPORTANT NOTICES

This announcement and the information contained in it (the "Announcement") is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, 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. The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") 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 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. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at: (a) if in a Member State of the European Economic Area,  persons who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) if in the United Kingdom, persons who are Qualified Investors who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall  within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; and (c) persons to whom it may otherwise be lawfully communicated, (all such persons together being referred to as "Relevant Persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by JPMC or Numis, or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

JPMC is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulatory Authority and the Financial Conduct Authority (the "FCA"). Numis is authorised and regulated in the United Kingdom by the FCA.  Each of JPMC and Numis is acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on JPMC and Numis by FSMA or by the regulatory regime established under it, neither JPMC nor Numis nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of JPMC and Numis or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. JPMC and Numis and each of their respective affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by JPMC or Numis or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, JPMC or Numis or any of their respective affiliates that would, or which is intended to, permit an offering of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Joint Bookrunners to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.  As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by JPMC or Numis.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties. 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. 

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

 

END

 

 

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