Results of Jersey Court Meeting & Scheme GM

RNS Number : 2770T

Beazley PLC

24 March 2016

 

Beazley plc

Dublin, 24 March 2016

Relocation of management to the UK - Results of Jersey Court Meeting and Scheme General Meeting

Further to the announcement on 25 February 2016, Beazley plc ("Beazley") announces that, at a meeting convened by the Jersey Court held today (the "Jersey Court Meeting"), its shareholders approved the scheme of arrangement in relation to the introduction of a new parent company of the Group (the "Scheme"), as proposed in a circular sent to shareholders dated 25 February 2016 (the "Scheme Circular").

Beazley further announces that at the Scheme General Meeting that immediately followed the Jersey Court Meeting, Beazley's shareholders approved the resolutions proposed in the notice of the Scheme General Meeting included in the Scheme Circular.

Results of Jersey Court Meeting

Voting at the Court Meeting to approve the Scheme was conducted by poll and the results were as follows:

PRESENT AND VOTING		FOR		AGAINST
Number of holders	Shares held	Number of holders	Shares Held	Number of holders	Shares held
372	398,016,373	366 (98.39%)	397,927,146 (99.99%)	6 (1.61%)	39,227 (0.01%)

Results of Scheme General Meeting

Voting at the Scheme General Meeting to approve the resolutions set out below was also conducted by poll and the results were as follows:

1.*	Approve the Scheme and related matters	398,758,283	99.99%	22,227	0.01%	1,773,836
2.*	Approve the New Beazley Reduction of Capital	398,758,283	99.99%	22,227	0.01%	1,773,836
3.*	Authorise the directors of New Beazley to convene general meetings on 14 clear days' notice	376,207,486	93.93%	24,298,137	6.07%	48,723
4(a)	Approve the rules of the New LTIP and authorise the directors of New Beazley to adopt and implement the New LTIP and establish further plans based on the New LTIP which take account of overseas requirements	388,938,237	97.12%	11,530,306	2.88%	85,803
4(b)	Approve the rules of the New SAYE Plan and authorise the directors of New Beazley to adopt and implement the New SAYE Plan and establish further plans based on the New SAYE Plan which take account of overseas requirements	394,425,737	98.49%	6,044,406	1.51%	84,203
4(c)	Approve the rules of the New US SAYE Plan and authorise the directors of Beazley to adopt and implement the New US SAYE Plan and establish further plans based on the New US SAYE Plan which take account of overseas requirements	396,679,051	99.05%	3,790,892	0.95%	84,403

 

 

* Special resolution

Notes:

1.          A 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.

Beazley's issued share capital as at today's date is 523,353,340 ordinary shares and the number of votes per share is one.

In accordance with Listing Rule 9.6.3R, copies of the resolutions have been submitted to the National Storage Mechanism and will be available in due course for viewing at www.morningstar.co.uk/uk/NSM.

Completion of the Scheme

Completion of the Scheme remains subject to the sanction of the Jersey Court, the hearing in respect of which is expected to take place at 9.00 a.m. on 11 April 2016. It is expected that the last day for dealings in Ordinary Shares will be 12 April 2016, that the Scheme will become effective on 13 April 2016 and that cancellation of the listing of the Ordinary Shares on the Official List and admission of the New Beazley Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities will take place no later than 8.00 a.m. on 13 April 2016.

Further announcements will be made following the Jersey Court Hearing on 11 April 2016 and in relation to the Scheme becoming effective.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Circular.

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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