Statement regarding Hardy Und

RNS Number : 1601W

Beazley PLC

15 November 2010

 



15th November 2010

Beazley plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

Statement regarding Hardy Underwriting Bermuda Limited ("Hardy")

Beazley plc ("Beazley") today confirms that on 4 November 2010 it submitted a revised indicative proposal to the board of Hardy regarding a possible offer for the entire issued and to be issued share capital of Hardy of 330 pence per share in cash, funded from Beazley's existing internal resources, conditional upon Hardy being willing to enter into discussions with Beazley with a view to commencing due diligence (the "Revised Proposal"). 

On 12 November 2010, Beazley was informed that the board of Hardy would not recommend an offer of 330p per share and would not even be prepared to meet with Beazley to discuss it. 

Beazley believes that the Revised Proposal would have fully valued Hardy, as it represents:

§ A 50 per cent. premium to the closing Hardy share price on 5 October 2010, being the last day prior to the submission to the board of Hardy of Beazley's initial proposal of 300 pence per Hardy share (the "Initial Proposal");

§ A 47 per cent. premium to the volume-weighted average Hardy share price over the three months prior to the submission of the Initial Proposal; and 

§ A multiple of 1.36 times Hardy's 30 June 2010 net tangible assets per share (on a fully diluted and ex-dividend basis), a premium valuation compared with both current trading valuations and other recent transactions in the Lloyd's market. 

The Revised Proposal would have increased the goodwill value ascribed to Hardy by 50 per cent. compared with the Initial Proposal.  The Revised Proposal would also have been at a level higher than that at which Hardy shares have ever traded and would have been equal to the highest analyst target price for Hardy published prior to the submission of the Initial Proposal. 

Beazley has also confirmed that if the board of Hardy does engage with Beazley then, subject to certain customary exceptions, Beazley will agree not to make an offer for the entire issued and to be issued share capital of Hardy at a price below 330 pence without the agreement of the board of Hardy. 

Beazley remains disappointed by the board of Hardy's continued refusal to enter into a dialogue with Beazley regarding its Revised Proposal or to provide access to due diligence information it requires to progress it.  Beazley believes that the board's resistance is not in the interests of Hardy's shareholders, and urges shareholders to encourage the board of Hardy to adopt a more constructive approach.  In the absence of any such encouragement, Beazley will withdraw its Revised Proposal. 

For further information:

Finsbury                       Tel: [phone]

Don Hunter

James Fearnley

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire subscribe for sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. Any offer will be made solely by certain offer documentation which will contain the full terms and conditions of any offer. This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to Hardy shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Hardy shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

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 2009, underwrote gross premiums worldwide of £1,115.5 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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