Scheme of Arrangement becomes effective
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 October 2026
RECOMMENDED CASH OFFER
by
Zurich Insurance Group Ltd ("Zurich")
for
Beazley plc ("Beazley")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 2 March 2026, the board of directors of Beazley and the board of directors of Zurich announced that they had reached agreement on the terms of a recommended all-cash offer by Zurich for the entire issued and to be issued share capital of Beazley (the "Transaction") to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Full details of the Scheme are set out in the scheme document published on 26 March 2026 (the "Scheme Document"). Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
On 22 September 2026, Beazley and Zurich announced that the Court had sanctioned the Scheme to effect the Transaction.
Beazley and Zurich are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies earlier today, the Scheme has now become effective.
Under the terms of the Scheme, holders of Scheme Shares are entitled to receive 1,310 pence for each Scheme Share held at the Scheme Record Time (6.00 p.m. on 30 September 2026). The latest date for the despatch of cheques to Scheme Shareholders (other than Sanctioned Shareholders) and settlement through CREST is 15 October 2026.
Dealings in Beazley Shares are expected to be suspended by 7.30 a.m. today, 1 October 2026. Applications have been made to the FCA and the London Stock Exchange in relation to the delisting of Beazley Shares from the Official List and cancellation of the admission to trading of Beazley Shares on the main market of the London Stock Exchange, which are each expected to take place by 8.00 a.m. on 2 October 2026.
As a result of the Scheme having become effective, share certificates in respect of Beazley Shares have ceased to be valid documents of title and entitlements to Beazley Shares held within the CREST system will be cancelled.
Board Changes:
As the Scheme has now become effective, Beazley duly announces that, as of today's date, Clive Bannister, Rajesh Agrawal, Roy Clark, Pierre-Olivier Desaulle, Nicola Hodson, Fiona Muldoon, Carolyn Johnson, (Anthony) John Reizenstein and Cecilia Reyes Leuzinger have stepped down from the Beazley Board and Patrick Manley, Earl Randall Clouser, Helen Pickford, Kristof Terryn and Claudia Cordioli have been appointed to the Beazley Board.
As a result of this announcement, Beazley is no longer in an 'Offer Period' as defined in the Takeover Code and, accordingly, the dealing disclosure requirements previously notified to investors no longer apply.
All references to times in this announcement are to London time.
Enquiries:
|
Beazley |
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Mark Stevens, Company Secretary |
+44 (0) 207 6747581 |
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Sam Whiteley, Media |
+44 (0) 207 6747484 |
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MHP (Public Relations Adviser to Beazley) |
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James McFarlane |
+44 (0) 758 4142665 |
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Nathan Hambrook-Skinner |
+44 (0) 749 5963669 |
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Zurich |
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Media relations |
+41 44 625 21 00 |
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Investor enquiries |
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Find all contact details at www.zurich.com/investor-relations/investor-relations-contact |
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Brunswick (Public Relations Adviser to Zurich) |
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Susan Gilchrist, Nick Cosgrove, Freya Semken |
+44 (0) 207 4045959 |
J.P. Morgan Securities plc and Barclays Bank PLC are acting as financial advisers and corporate brokers, and Evercore Partners International LLP is acting as financial adviser to Beazley in connection with the Transaction. Freshfields LLP is acting as legal adviser to Beazley in connection with the Transaction.
Goldman Sachs International, Lazard & Co., Limited, and UBS are acting as financial advisers to Zurich and ZIC in connection with the Transaction. Slaughter and May is acting as legal adviser to Zurich and ZIC in connection with the Transaction.
Important notices relating to financial advisers
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Beazley and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Beazley for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter or arrangement referred to herein.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Beazley and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Beazley for providing the protections afforded to clients of Barclays nor for providing advice in relation to any matter referred to in this announcement.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to Beazley and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Beazley for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Beazley or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Zurich and ZIC and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Zurich and ZIC for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the matters referred to in this announcement. Neither Goldman Sachs nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with this announcement, any statement contained herein or otherwise.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the UK by the FCA is acting exclusively as financial adviser to Zurich and ZIC and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Zurich and ZIC for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser to Zurich and ZIC and no one else in connection with the Transaction. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Transaction, the contents of this announcement or any other matter referred to herein.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the UK, and the availability of the Transaction to Beazley Shareholders who are not resident in the UK, may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe any applicable requirements.
In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Transaction or to vote their Beazley Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers and Mergers (the "Code") and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Unless otherwise determined by Zurich or required by the Code, and permitted by applicable law and regulation, the Transaction shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Transaction.
Sanctioned Shareholders
If any Beazley Shares are Sanctions Affected Shares: (a) no right, title or interest in any such Sanctions Affected Shares will be transferred to ZIC on the Effective Date where such transfer would cause any person to violate Sanctions, or be exposed to a reasonable risk of being targeted as a Sanctioned Person; (b) no holder of Sanctions Affected Shares will receive any Cash Consideration under the Transaction on the Effective Date; and (c) under the terms of the Transaction and the Scheme, subject to compliance with any Sanctions, with effect on and from the Effective Date, all rights attaching to any such Sanctions Affected Shares will cease to be exercisable until such time as the right, title or interest in such shares is transferred to ZIC.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published under Rule 26 of the Code, will be made available free of charge, subject to certain restrictions relating to persons resident in or located in Restricted Jurisdictions, on Zurich's website at www.zurich.com/beazleyoffer and Beazley's website at www.beazley.com/en-US/investor-relations/offer-for-beazley/ by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks are incorporated into or form part of this announcement.
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