Scheme of Arrangement

RNS Number : 0466V

Beazley PLC

13 April 2016

 

Beazley plc

London, 13 April 2016

Relocation of management to the UK - Scheme of Arrangement becomes effective, admission of New Beazley Shares, termination of Dividend Access Plan and Total Voting Rights

Further to Beazley's announcement on 11 April 2016, New Beazley announces that the scheme of arrangement (the "Scheme") has become effective and that New Beazley is now the new holding company of the Group.

Under the Scheme, Beazley Shareholders received one New Beazley Share for every Ordinary Share held by them at the Scheme Record Time. Therefore the total issued ordinary share capital of New Beazley is 523,353,340 New Beazley Shares.

New Beazley also confirms that the listing of the existing Ordinary Shares on the premium segment of the Official List was cancelled and the existing Ordinary Shares ceased to be admitted to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. today. Accordingly, the New Beazley Shares were admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. today.

The ISIN for New Beazley Shares is GB00BYQ0JC66. New Beazley will have the same TIDM as Beazley, which will therefore remain as "BEZ".

New Beazley also confirms, as detailed in the Prospectus published on 25 February 2016, the Dividend Access Plan has terminated as of today. The Dividend Access Plan is no longer required as New Beazley is incorporated in England and Wales and will therefore pay UK dividends.

New Beazley Shares held in uncertificated form were credited to the relevant CREST accounts on or prior to 8.00 a.m. today. Share certificates in respect of New Beazley Shares held in certificated form are expected to be despatched shortly after the New Beazley Reduction of Capital becomes effective (and dealings in certificated New Beazley Shares before that date will be certified against the register of members).

The English Court hearing, to be held on 20 April 2016, is expected to confirm the New Beazley Reduction of Capital. The New Beazley Reduction of Capital is expected to become effective on 21 April 2016. A further announcement will be made upon the New Beazley Reduction of Capital becoming effective.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular published by Beazley on 25 February 2016.

For further information:

Beazley plc Sian Coope	[phone]
Numis Securities Limited 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 is not a prospectus but an advertisement and investors should not acquire any New Beazley Shares except on the basis of the information contained in the Prospectus. A copy of the Prospectus is available for inspection at www.morningstar.co.uk/uk/NSM, at the registered offices of New Beazley, Plantation Place South, 60 Great Tower Street, London EC3R 5AD, at the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF and on Beazley's website: http://investor.relations.beazley.com/investor-relations.

Numis Securities Limited ("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.

 

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