Court Sanction of Scheme of Arrangement

RNS Number : 8347U

Beazley PLC

11 April 2016

 

Beazley plc

Dublin, 11 April 2016

Relocation of management to the UK - Court Sanction of Scheme of Arrangement

Beazley plc ("Beazley") announces that the Jersey Court has today made an order sanctioning the Scheme of Arrangement (the "Scheme") pursuant to which New Beazley will become the parent company of the Group. The Scheme is expected to become effective on 13 April 2016.

Upon the Scheme becoming effective, Beazley Shareholders will receive one New Beazley Share for every Ordinary Share held by them at the Scheme Record Time.

Beazley has requested that the listing of the existing Ordinary Shares on the premium segment of the Official List be cancelled and that the existing Ordinary Shares cease to be admitted to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 13 April 2016. Accordingly, admission of the New Beazley Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities is expected to take place at 8.00 a.m. on 13 April 2016.

Further announcements will be made upon the Scheme becoming effective.

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

For further information, please contact:

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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