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Tuesday 08 September, 2015

Mitsui Sumitomo Ins.

Offer for Amlin plc

RNS Number : 3715Y
Mitsui Sumitomo Insurance Co Ltd
08 September 2015
 



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

 

For immediate release

 

8 September 2015

 

 

 

Recommended Cash Offer

 

for

 

AMLIN PLC

 

by

 

MITSUI SUMITOMO INSURANCE COMPANY, LIMITED

 

(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act)

 

 

 

 

Summary

 

·      Mitsui Sumitomo Insurance Company, Limited ("MSI") and Amlin plc ("Amlin") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which MSI will acquire the entire issued and to be issued share capital of Amlin.  It is intended that the Acquisition be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.  MSI is a wholly-owned subsidiary of MS&AD Insurance Group Holdings, Inc. ("MS&AD").

 

·      Under the terms of the Acquisition, Amlin Shareholders will be entitled to receive:

for each Amlin Share             670 pence in cash

 

·      In addition, Amlin Shareholders on the record date (4 September 2015) will be entitled to receive the interim dividend of 8.4 pence per Amlin Share for the period ended 30 June 2015 that is payable on 1 October 2015 (the "Dividend"), which was announced with Amlin's interim results on 24 August 2015.

 

·      The Acquisition values the entire issued and to be issued share capital of Amlin at approximately £3,468 million (approximately ¥ 634.7 billion).

 

·      The Consideration represents a premium of approximately:

36.0 per cent. over the Closing Price of 492.5 pence per Amlin Share on 7 September 2015 (being the latest practicable date prior to this Announcement);

32.9 per cent. to the volume weighted average Closing Price per Amlin Share for the one month period up to and including 7 September 2015 (being the latest practicable date prior to this Announcement); and

33.8 per cent. to the volume weighted average Closing Price per Amlin Share for the three month period up to and including 7 September 2015 (being the latest practicable date prior to this Announcement).

 

·      The Consideration represents a multiple of 2.4x to Amlin's net tangible book value per share (on a fully diluted basis) as at 30 June 2015 of 275.2 pence.

 

·      It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if MSI elects, subject to the terms of the Co-operation Agreement and with the consent of the Panel, an Offer).  The Acquisition is conditional on, among other things, (i) the approval of Amlin Shareholders at the Court Meeting and the passing of the Resolutions by Amlin Shareholders at the General Meeting and (ii) the sanction of the Scheme by the Court.

 

·      The Amlin Directors, who have been so advised by Evercore and Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Amlin Directors, Evercore and Rothschild have taken into account the commercial assessments of the Amlin Directors. Accordingly, the Amlin Directors intend to recommend unanimously that Amlin Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting, or in the event that the Acquisition is implemented by way of an Offer, Amlin Shareholders accept or procure acceptance of the Offer, as the Amlin Directors who hold Amlin Shares have irrevocably undertaken to do in respect of their entire beneficial holdings in Amlin amounting to, in aggregate, 3,996,617 Amlin Shares, representing approximately 0.8 per cent. of the Amlin issued share capital.

 

·      MSI has also received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of the Offer) from Invesco Asset Management Limited and Majedie Asset Management Limited in respect of 76,716,310 Amlin Shares, in aggregate, representing approximately 15.2 per cent. of Amlin's issued share capital.

 

·      As a result, holders of a total of 80,712,927 Amlin Shares, representing approximately 16.0 per cent. of Amlin's issued share capital have either committed to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, accept or procure acceptance of the Offer).

 

·      MSI is a major subsidiary of MS&AD, the global insurance group that is listed in Japan and is a leader in Japan in the non-life insurance market. MSI, which was founded in 1918, operates a portfolio of non-life insurance businesses, including in the marine, aviation, property and casualty categories.  MSI currently operates in 42 countries and regions under the "MSIG" brand, including through a Lloyd's platform in London.  MSI delivered reported net premiums written of ¥ 1,696,608 million (approximately £9,271 million) and net income of ¥ 105,233 million (approximately £575 million) in the 12 months ended 31 March 2015.  As at 7 September 2015, MS&AD had a market capitalisation of ¥ 2,320 billion (approximately £12.7 billion).

 

·      Amlin is a leading global specialty insurer and reinsurer, operating internationally across twenty locations worldwide, which is headquartered in London and listed on the London Stock Exchange. Tracing its origins back to 1903, Amlin is today organised in three strategic business units for reinsurance, marine & aviation and property & casualty.  The Amlin Group currently has three separately capitalised underwriting platforms: Syndicate 2001 at Lloyd's, Amlin AG (Switzerland) and Amlin Europe N.V. (Netherlands), and employs approximately 1,900 people. Amlin delivered reported gross premiums written of £2,564.0 million and net income of £236.4 million in the 12 months ended 31 December 2014.

 

·      Further details of the Acquisition will be contained in the Scheme Document which is intended to be posted to Amlin Shareholders along with notices of the Court Meeting and General Meeting and the Forms of Proxy within 28 days of the date of this Announcement, unless MSI and Amlin otherwise agree, and the Panel consents, to a later date.  Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on MSI's website www.ms-ins.com/english and Amlin's website http://www.amlin.com/investors.aspx. 

 

·      Commenting on the Acquisition, Yasuyoshi Karasawa, President and Chief Executive Officer of MSI, said:

 

"We are delighted to be announcing the combination of MSI and Amlin to create a world-leading insurance company, with an international business anchored in the Lloyd's market.  The combination will accelerate MSI's strategy of growing its international business, and drive a number of benefits across Amlin's business as a result of it being part of a substantially larger group.

 

We believe this combination will create significant value for MS&AD's shareholders, and will also position the group to drive sustainable long term growth given the enhanced platform that the combined group will enjoy.  This transaction will also allow us to better serve our clients and brokers, given the enhanced product mix and scale of the combined group.

 

We look forward to welcoming Amlin's management team and employees to the MSI organisation.  In particular, we are excited about the opportunity to benefit from the strategic insight that Charles Philipps and his colleagues will be able to provide in our international business following completion of the proposed transaction."

 

·      Commenting on the Acquisition, Charles Philipps, Chief Executive of Amlin, said:

 

"We believe that this combination is extremely compelling. We have always had a very high regard for MSI, our strategies and corporate values are closely aligned, and this transaction will now provide Amlin with the increased scale and financial muscle that will be required for long term success in our industry. It delivers excellent value for shareholders, improved career prospects for our employees, and enhanced continuity and security for our clients.

 

I am confident that, with our combined skills and geographic coverage, we will continue to go from strength to strength. We believe that our respective Lloyd's, Bermudian and European businesses fit well together and will allow increased development opportunities. MSI's presence in the ASEAN region and its ambitions in the United States clearly offer very exciting prospects for Amlin.

 

We are looking forward to working closely with MSI's management and the MSI teams with whom we will be combining."

 

 

Enquiries

 

MSI

(Corporate Communications)

Masato Naito

 

Tel: +81 3 3259 1347

 

Amlin

Charles Philipps

Richard Hextall

 

 

Tel: +44 20 7746 1961

Goldman Sachs

(Lead Financial Adviser to MSI)

Mark Sorrell

Nimesh Khiroya

Paul Miller

 

Yoshihiko Yano

 

 

 

Tel: +44 20 7774 1000

 

 

 

Tel: +81 3 6437 6000

Evercore

(Joint Financial Adviser to Amlin)

Matthew Lindsey-Clark

Nick Chapman

 

 

 

 

Tel: +44 20 7653 6000

Rothschild

(Joint Financial Adviser to Amlin)

Jonathan Eddis

John Nisbet

 

 

 

 

Tel: +44 20 7280 5000

Nomura

(Financial Adviser to MSI)

Andrew McNaught

Ed Skilton

 

 

 

Tel: +44 20 7102 1000

 

Morgan Stanley

(Joint Corporate Broker to Amlin)

Paul Baker

Douglas Campbell

 

 

 

 

Tel: +44 20 7425 8000

Brunswick

(PR Adviser to MSI)

Andrew Garfield

 

 

Tel: +44 20 7404 5959

Numis

(Joint Corporate Broker to Amlin)

Oliver Hemsley

 

 

 

 

Tel: +44 20 7260 1000



FTI

(PR Adviser to Amlin)

John Waples

Ed Berry

 

 

Tel: +44 20 3727 1515

Tel: +44 20 3727 1046

 

This summary should be read in conjunction with the full text of the following Announcement and its appendices.

 

The Conditions to, and certain further terms of, the Acquisition, are set out in Appendix I.  Appendix II to this Announcement contains certain sources of information and bases of calculation contained in this Announcement.  Information in respect of the Irrevocable Undertakings is set out in Appendix III to this Announcement.  Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

 

Important disclaimers (including in relation to securities laws restrictions)

 

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for MSI and no-one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than MSI for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the matters in this Announcement. Neither Goldman Sachs International 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 Goldman Sachs International in connection with this Announcement, any statement contained herein or otherwise.

 

Nomura International plc ("Nomura"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for MSI and no-one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than MSI for providing the protections afforded to clients of Nomura nor for providing advice in relation to the matters in this Announcement. Neither Nomura 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 Nomura in connection with this Announcement, any statement contained herein or otherwise.

 

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amlin and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Amlin for providing the protections afforded to clients of Evercore, or for giving advice in connection with the matter referred to in this Announcement or any matter 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 or otherwise.

 

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amlin and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Amlin for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement, any statement contained herein or otherwise.

 

Morgan Stanley & Co International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amlin and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Amlin for providing the protections afforded to clients of Morgan Stanley, or for giving advice in connection with the matter referred to in this Announcement or any matter referred to herein. Morgan Stanley, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client nor will they owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Amlin for providing advice in connection with this Announcement, any statement contained herein or otherwise.

 

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to Amlin in relation to the matters referred to in this Announcement and will not be responsible to any person other than Amlin under the Financial Services and Markets Act 2000 (as amended), the rules of the Financial Conduct Authority or otherwise for providing the protections afforded to its clients or for advising any other person in relation to the contents of this Announcement or any matter, transaction or arrangement referred to in this Announcement.

 

This Announcement is for information purposes only and is not intended to, and does not constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Offer Document).

 

This Announcement does not constitute a prospectus or a prospectus equivalent document.

 

This Announcement has been prepared for the purpose of complying with the laws of England and Wales and 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 of England.

 

Overseas shareholders

 

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom.  Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

 

The Acquisition will not be made available, directly or indirectly, in a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.  Accordingly, copies of this Announcement and all other documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.  Further details in relation to overseas Amlin Shareholders will be contained in the Scheme Document.

 

The Acquisition relates to the shares of a U.K. company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a U.K. company that is a "foreign private issuer" as defined under Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the U.K. to schemes of arrangement, which differ from the disclosure requirements and practices of U.S. shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the U.K. and may not be comparable to the financial statement of U.S. companies. However, if MSI were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the U.S. by MSI and no one else. In addition to any such Takeover Offer, MSI, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Amlin outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

 

In the event that MSI extends the Acquisition into the U.S. at some future time, it will do so in satisfaction of the procedural and filing requirements of the U.S. securities laws at that time, to the extent applicable thereto.

 

Forward looking statements

 

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Amlin Group and the MSI Group and certain plans and objectives of MSI with respect to the Combined Group.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "hope", "continue", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof.  Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the MSI Group or the Amlin Group; and (iii) the effects of government regulation on the business of the MSI Group or the Amlin Group.

 

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future.  Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will provide to have been correct.  Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements which refer only to the position as at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to MSI or Amlin or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of MSI or Amlin undertakes any obligation to update publicly, correct or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

No profit forecasts or estimates

 

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share, for MSI or Amlin, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for MSI or Amlin, respectively.

 

Right to switch to an Offer

 

MSI reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Amlin as an alternative to the Scheme.  In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.ms-ins.com/english and http://www.amlin.com/investors.aspx by no later than 12 noon on 9 September 2015.

 

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

 

You will not be sent a hard copy of this Announcement unless you request one.  You may request a hard copy of this Announcement, free of charge, by contacting Harrison Hope of Evercore at 15 Stanhope Gate London, W1K 1LN  or  on +44 20 7653 6000  or John Nisbet of Rothschild at New Court, St Swithin's Lane, London EC4N 8AL or on +44 20 7280 5000. Amlin Shareholders may also request that all future documents, announcements and information be sent to them in relation to the Acquisition should be in hard copy form.

 

Information relating to Amlin Shareholders

 

Please be aware that addresses, electronic addresses and certain other information provided by Amlin Shareholders, persons with information rights and other relevant persons for the receipt of communications from Amlin may be provided to MSI during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

 

Rounding

 

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. 



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

 

For immediate release

 

8 September 2015

 

 

Recommended Cash Offer

 

for

 

AMLIN PLC

 

by

 

MITSUI SUMITOMO INSURANCE COMPANY, LIMITED

 

(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act)

 

 

 

 

1.         Introduction

 

MSI and Amlin are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which MSI will acquire the entire issued and to be issued share capital of Amlin.  It is intended that the Acquisition be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.  MSI is a wholly-owned subsidiary of MS&AD.

 

2.         Summary of the terms of the Acquisition

 

The Acquisition will be on the terms and subject to the Conditions set out in Appendix I to this Announcement and to be set out in the Scheme Document.

 

Under the terms of the Acquisition, if the Scheme becomes Effective, Amlin Shareholders will be entitled to receive:

 

for each Amlin Share                      670 pence in cash

 

In addition, Amlin Shareholders on the record date (4 September 2015) will be entitled to receive the interim dividend of 8.4 pence per Amlin Share for the period ended 30 June 2015 that is payable on 1 October 2015 (the "Dividend"), which was announced with Amlin's interim results on 24 August 2015.

 

The Consideration represents a premium of approximately:

 

·      36.0 per cent. over the Closing Price of 492.5 pence per Amlin Share on 7 September 2015 (being the latest practicable date prior to this Announcement);

 

·      32.9 per cent. to the volume weighted average Closing Price per Amlin Share for the one month period up to and including 7 September 2015 (being the latest practicable date prior to this Announcement); and

 

·      33.8 per cent. to the volume weighted average Closing Price per Amlin Share for the three month period up to and including 7 September 2015 (being the latest practicable date prior to this Announcement).

 

The Consideration represents a multiple of 2.4x to Amlin's net tangible book value per share (on a fully diluted basis) as at 30 June 2015 of 275.2 pence.

 

The Acquisition values the entire issued and to be issued share capital of Amlin at approximately £3,468.3 million (approximately ¥ 634.7 billion).

 

The Amlin Shares will be acquired by MSI (or its nominee) with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Amlin Shares, other than the Dividend.

 

If any dividend or other distribution in respect of the Amlin Shares other than the Dividend is declared, paid or made on or after the date of this Announcement, MSI reserves the right to reduce the consideration payable for each Amlin Share under the terms of the Acquisition by the amount per Amlin Share of such dividend or distribution.

 

3.         Background to and reasons for the Acquisition

 

Background

 

MSI has a stated objective of becoming a top tier global insurance group with diversification of business and geographic risk.  MSI recognises that achieving this objective requires an expansion of MSI's presence in Europe, the U.S. and in other markets.  As such, MSI has been seeking suitable acquisition opportunities in the Lloyd's market, and has been particularly focused on platforms that are weighted towards European and North American markets, and those that have excellent governance standards, high profitability and significant growth potential.  MSI believes that this strategy would result in shareholder value creation, through enhanced and sustainable growth, improved profitability and capital efficiency.  Ultimately, MSI believes that implementation of this strategy would also contribute to the successful delivery of the medium-term management plan of the MS&AD Group.

 

Transaction rationale

 

MSI believes that the proposed combination with Amlin will be mutually beneficial, and will deliver a range of strategic and financial benefits, as further described below:

 

Enhanced market positioning, creating a world-leading insurance and financial group

Based on the results for the most recent financial year ends for MSI and Amlin, on a combined basis, the Combined Group would have delivered ¥ 2,113,647 million (approximately £11,550 million) of net premium written, and ¥ 148,494 million (approximately £811 million) of net income1.  This would position the Combined Group as a leading player in the global insurance market.  The Combined Group will also benefit from Amlin's attractive position as a leading managing agent in the entire Lloyd's market and its prominence in the global reinsurance market.

 

In addition, the Acquisition is also expected to result in a number of business opportunities for the Combined Group.  In particular, the Acquisition will provide these opportunities by:

 

·       Establishing a leading position in the Lloyd's market through the combination;

·      Strengthening MSI's presence and risk management capability in reinsurance through the combination of both companies' reinsurance operations;

·       Leveraging MSI's number 1 ASEAN (Association of Southeast Asian Nations) network and its primary insurance underwriting licenses in the U.S., with Amlin's underwriting expertise and product capabilities in specialty lines; and

·      Achieving meaningful scale in the Property and Casualty segment in Continental Europe, with Amlin's operations focused on marine insurance and small to medium sized business and MSI's operation, across eight European countries, focused on large/medium corporate business.

 

Geographic diversification

Amlin's portfolio is focused on Europe and North America, with a distinguished franchise and sophisticated underwriting capabilities.  MS&AD has a leading position in the Japanese non-life insurance market as well as in the ASEAN region.  The combination of MSI and Amlin will therefore result in significant diversification of MSI's business portfolio and risk, and will enhance MSI's global presence.

 

Leveraging talent and expertise

MSI believes that the Combined Group will benefit from each company's skills and areas of expertise.  The Combined Group will benefit from Amlin's expertise in reinsurance, offshore and marine/specialty lines, risk modelling and ERM (Enterprise Risk Management), which will allow MSI to strengthen further its risk-management and solution-providing capabilities.  In addition, MSI's strong Asian network and U.S. nation-wide license will allow the Combined  Group to leverage Amlin's platform across a broader geographic footprint.

 

MSI values Amlin's strong management team, highly skilled employee base and its distinguished brand, each of which are important for the success of the Combined Group.  MSI further values the strong cultural compatibility between the two organisations, which MSI sees as an essential foundation for delivery of the strategic benefits that MSI expects.  This strong cultural compatibility is underpinned by a number of shared common values, such as underwriting excellence, a focus on profitable growth, integrity, teamwork and professionalism.

 

Enhanced growth, profitability, and capital efficiency

MSI believes that the Acquisition, and delivery of this strategy across the Combined Group, will facilitate the creation of an attractive and balanced business profile across a large number of markets, and will result in enhanced growth opportunities, which will ultimately drive shareholder value creation.  Furthermore, MSI believes that its profitability and capital efficiency will be improved through scale benefits, enhanced diversification, and significant benefits from cross-selling and sharing global networks/best practices.

 

Note:

1. Based on the financial statements of MSI for the year ended 31 March 2015 and the financial statements of Amlin for the year ended 31 December 2014.  The combined amounts have been calculated by aggregating the relevant year end amounts for MSI and Amlin. GBP amounts translated to ¥ on the basis of an exchange rate of ¥183:£1 (as sourced from Bloomberg on 3 September 2015).   This statement should not be construed as a profit forecast or interpreted to mean that the future earnings, earnings per share, profits, margins or cash-flows of the Combined Group will necessarily be greater than the historic published figures.

 

4.         Recommendation

 

The Amlin Directors, who have been so advised by Evercore and Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.  In providing their advice to the Amlin Directors, Evercore and Rothschild have taken into account the commercial assessments of the Amlin Directors. 

 

Accordingly, the Amlin Directors intend to recommend unanimously that Amlin Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer), as they have each irrevocably committed to do in respect of their entire holdings of 3,996,617 Amlin Shares, representing approximately 0.8 per cent. of Amlin's issued share capital.

 

5.         Background to and reasons for the recommendation

 

With a heritage dating back over a century, Amlin is today a leading global insurance business specialising in providing insurance cover to commercial enterprises and reinsurance protection to other insurance companies around the world.  Since the merger that created Amlin in 1998, Amlin has demonstrated a proven ability to perform across the insurance cycle and generate attractive returns for its shareholders.

 

This track record is testament to its longstanding focus upon the development of:

·       A diverse portfolio with scope for long-term growth

·       Disciplined, profit-focused cross-cycle underwriting

·       A strong franchise supported by first-class client service

·       Effective risk management optimising risk-adjusted returns

·       A dynamic approach to capital management

·       A global team with a wealth of industry experience

 

With these capabilities in place, Amlin continues to see profitable growth opportunities across its business, whilst recognising that its core specialty (re)insurance markets are currently undergoing rapid and significant structural change as a result of both macroeconomic and (re)insurance industry-specific factors. This period of market transition has highlighted those factors which the Amlin Board expects to be critical to the Amlin Group's continued success in its global industry in the future, being:

·       Client intimacy

·       Strong relationships with intermediaries

·       Economies of scale

·       Increased diversification

·       A strengthened balance sheet

 

Accordingly, the Amlin Board has considered the terms of the Acquisition in relation to value, strategic fit and the prospects of the Combined Group when measured against the potential medium-term standalone outlook for Amlin. 

 

In particular the Amlin Board has considered the following factors:

·       The strategic and financial benefits from scale in a consolidating industry through the creation of a top tier global insurance business

·       Growth opportunities in key geographies such as Asia and the U.S. through MSI's existing platforms and relationships

·       Diversification benefits from complementary reinsurance/insurance mix, geographic coverage and product expertise

·       Increased relevance to intermediaries and underlying clients through an enhanced franchise, platform and product set

·       The growing need to invest in technology and big data to remain competitive and to adapt to the emergence of the millennial generation

·       The cultural compatibility between the two organisations based on similar corporate values

·       The enhanced career development opportunities afforded by this transaction for the management and staff of Amlin

·       The long term strategic planning approach adopted by MSI to position itself successfully in the evolving insurance industry

·       The financial terms of the transaction which provide Amlin Shareholders with an attractive premium and enable them to realise their investment in cash at a compelling multiple to Amlin's net tangible assets

 

Accordingly, in the light of those factors set out above, the Amlin Directors have concluded that the Acquisition is fair and reasonable, and is in the interests of Amlin, and intend to recommend unanimously that Amlin Shareholders vote or procure votes in favour of the resolutions at the Court Meeting and the General Meeting to approve and implement the Scheme as the Amlin Directors who hold Amlin Shares have irrevocably undertaken to do in respect of their entire beneficial holdings in Amlin amounting to, in aggregate, 3,996,617 Amlin Shares, representing approximately 0.8 per cent. of the Amlin issued share capital.

 

 

 

6.         Irrevocable undertakings

 

MSI has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of the Offer) from the following Amlin Shareholders:

 

(a)

Amlin Directors, in respect of 3,996,617 Amlin Shares, in aggregate, representing approximately 0.8 per cent. of the issued share capital of Amlin; and

(b)

Invesco Asset Management Limited and Majedie Asset Management Limited in respect of 76,716,310 Amlin Shares, in aggregate, representing approximately 15.2 per cent. of the issued share capital of Amlin.

 

In aggregate, therefore, MSI has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of the Offer) in respect of a total of 80,712,927 Amlin Shares, representing approximately 16.0 per cent. of the entire issued share capital of Amlin.  

 

Further details of these irrevocable undertakings are set out in Appendix III of this Announcement.

 

7.         Information on MSI

 

MSI is a major subsidiary of MS&AD, which is listed on the Tokyo and Nagoya Stock Exchanges.  MS&AD was formed in April 2010 through the merger of MSI Insurance Group Holdings, Inc., Aioi Insurance Co., Ltd., and Nissay Dowa General Insurance Co., Ltd., and as at 7 September 2015, had a market capitalisation of ¥ 2,320.4 billion (approximately £12.7 billion).  In the year ended 31 March 2015, based on net premiums written, MS&AD was a leader of the Japanese non-life insurance market.  MS&AD has approximately 38,000 employees around the world.

 

MSI, which was founded in 1918, operates a portfolio of non-life insurance businesses, including in the marine, aviation, property and casualty categories.  It delivered reported net premiums written of ¥ 1,696,608 million (approximately £9,271 million) and net income of ¥ 105,233 million (approximately £575 million) in the 12 months ended 31 March 2015. In the same period, MSI accounted for approximately 65 per cent. of MS&AD's net income. MSI has approximately 15,000 employees around the world.

 

MSI has established a global network in 42 countries and regions that provides an ever-expanding suite of insurance products and services that meet diverse customer needs.

 

MSI's International business operations encompass three businesses, namely International General Insurance Business, Reinsurance Business, and Asian Life Insurance Business. International General Insurance Business carries its own "MSIG" brand. Each of the three International businesses have strategies designed to deliver sustainable growth and profitable expansion.

 

The MSI Group's International operations are managed to promote decision-making and administration processes that have deep local roots. In addition, this approach also encourages alignment of MSI's businesses to local clients and local operating frameworks.  MSI has established regional holding companies in Singapore, the United Kingdom and the U.S. to address this objective.  These locations also serve as "hubs" for continued expansion of MSI's international operations into new locations. 

 

MSI has had a presence in London since 1924. Since 2000, when MSI became the first Japan-based non-life insurance company to establish a Lloyd's syndicate, MSI has leveraged this platform across its underwriting operations throughout the world, with a primary focus on large enterprise-related risks. MSI is currently ranked 26th in terms of underwriting premium volume in terms of gross premiums written for the year ended 31 December 2014.

 

8.         Information on Amlin

 

Amlin is a leading global specialty insurer and reinsurer with over a hundred years' experience in the insurance market. Amlin was formed during the merger of Murray Lawrence and Angerstein Underwriting Trust PLC in 1998, with the former tracing its history underwriting in the Lloyd's market back to 1903.  Amlin has three separately capitalised underwriting platforms: Syndicate 2001 (£584.2 million capital support at Lloyd's as at 31 December 2014), Amlin AG (£1,005.8 million net assets, as at 31 December 2014, Switzerland) and Amlin Europe N.V. (£310.2 million net assets, as at 31 December 2014, Netherlands).

 

Having reorganised its client-facing operations into three global Strategic Business Units (Reinsurance, Marine & Aviation and Property & Casualty) in August 2014, Amlin is now positioned to approach the market with a single, strong global brand, facilitating its goal of delivering outstanding client service.  Amlin's financial strength, established franchise and first-rate underwriting and risk management capabilities have placed it in a market leading position.

 

In the six months ended 30 June 2015, Amlin generated GWP of £2,007.6 million (2014 FY: £2,564.0 million) and profit before tax of £143.3 million (2014 FY: £258.7 million).

 

Amlin writes a diverse portfolio of more than 30 classes of business within specialty insurance and reinsurance across its three main markets.  In the six months ended 30 June 2015, Reinsurance accounted for 51 per cent. of Amlin's GWP, Property & Casualty for 33 per cent. and Marine & Aviation for 16 per cent.

 

Amlin's portfolio is geographically diverse, employing approximately 1,900 people across twenty locations worldwide, providing global reach and local expertise. In 2014, Amlin opened new offices in Miami and Dubai to develop further (re)insurance demand in Latin America and opportunities in the Middle East respectively, whilst continuing investment in Singapore to extend its capability to access and serve the Asian markets.

 

Amlin Shares are traded on the London Stock Exchange.  Based on the Closing Price for an Amlin Share as at 7 September 2015, being the latest practicable date prior to the date of this Announcement, Amlin has a market capitalisation of £2.5 billion (based on an assumed 517,658,935 Amlin Shares in issue on a fully diluted basis).  Amlin's total shareholder's equity amounted to £1,680.1 million at 30 June 2015, while total assets exceeded £7 billion.

 

9.         Amlin incentive schemes

 

The Amlin Group operates the Amlin Share Schemes and Amlin Cash Incentives to reward and retain its employees.  The Amlin Share Schemes provide benefits to Amlin Group employees in the form of Amlin Shares.  The Amlin Cash Incentives include deferred cash and share awards. Amlin and MSI value the Amlin Group employees and wish to secure their continued involvement in the Combined Group.   Amlin and MSI have therefore agreed to the following employee incentivisation arrangements, subject to such variation as is necessary to comply with applicable laws and regulation in the U.K. and elsewhere.

 

Existing incentives

 

Unvested PSP 2004, PSP 2014 and LTIP 2006 awards (together, the "Amlin Performance Share Schemes") will vest subject to performance conditions and time pro-ration (as determined by the Amlin Remuneration Committee).  In each case, the difference between the time pro-rated value and the non-time pro-rated value will be rolled into a retention bonus (see below).

 

The Amlin Cash Incentives will continue on the same terms (subject to adjustment, including conversion into cash based on the Consideration in the case of share awards, as appropriate). Decisions in relation to these arrangements will continue to be made by Amlin consistent with past practice.

 

Unvested one-off recruitment share awards will vest in accordance with their terms.

 

Shares granted to employees of the Amlin Group under the SIP will be released to participants in accordance with the rules of the SIP.

 

Options granted under the SAYE will become exercisable on the date that the Court sanctions the Scheme to the extent of savings at the time of exercise and will lapse six months after becoming exercisable.

 

All Amlin Shares issued to satisfy the vesting of awards or the exercise of options granted pursuant to the Amlin Share Schemes on or before the Scheme Record Time will be Scheme Shares subject to the terms of the Scheme.  As the Scheme will not extend to Amlin Shares issued after the Scheme Record Time it is proposed the Amlin Articles will be amended such that, if the Scheme becomes Effective, any Amlin Share issued after the Scheme Record Time will be automatically transferred to MSI in consideration of the payment to the holder of 670 pence per Amlin Share so transferred.

 

Details of the effect of the Scheme on outstanding awards and options granted pursuant to the Amlin Share Schemes will be set out in full in separate letters to participants which will be sent once the Scheme Document has been posted.

 

New incentives

 

The difference between the time pro-rated value and the non-time pro-rated value of awards under the Amlin Performance Share Schemes will be rolled into a retention bonus which will be payable:

 

·      50 per cent. based on continued employment on the payment dates (one-third payable on 31 December 2016, one-third on 31 December 2017 and one-third on 31 December 2018) subject to provisions relating to the circumstances in which employment ceases; and

 

·      50 per cent. based on continued employment and achievement of RoNTA performance targets measured 1 January 2016 to 31 December 2019 subject to provisions relating to the circumstances in which employment ceases.

 

Additionally, some other Amlin employees may be awarded retention bonuses similar to the above, where required and if the retention bonus is insufficient for particular individuals it may be increased.

 

The Amlin Annual Bonus Plan will continue to operate on its current terms or MSI will agree an equivalent bonus arrangement with Amlin.

 

There will be a new cash long-term incentive plan based on the PSP 2014 which will apply with effect from 2016.

 

Evercore and Rothschild are of the opinion that the new incentive arrangements described above are fair and reasonable.

 

10.        Financing of the Acquisition

 

The cash consideration payable under the terms of the Acquisition is being financed through existing cash and liquid securities, and from the proceeds of a ¥ 800,000,000,000 facility agreement (the "Facility Agreement") which MSI (as borrower) has entered into with Goldman Sachs Japan Co., Ltd. (the "Lender") (as arranger, agent and original lender).

 



Under the Facility Agreement, MSI (as borrower) has agreed, among other things:

 

(a)        that it shall not without the prior consent of the Majority Lenders (as defined in the Facility Agreement), waive or amend or declare or treat as satisfied (in whole or in part) any condition of the Scheme where such waiver, amendment, declaration or treatment would materially and adversely affect the interests of the Lenders (as defined in the Facility Agreement) (in their capacity as such) unless such action is required by the Code, the Panel or the Court or other regulatory authority; and

 

(b)        in the event that the Acquisition is implemented by way of an Offer, that it shall not without the prior consent of the Majority Lenders (as defined in the Facility Agreement) declare the Offer unconditional as to acceptances until MSI has acquired or unconditionally contracted to acquire not less than 75 per cent. of the votes attaching to shares in the capital of Amlin.

 

MSI intends to use at least ¥ 400,000,000,000 from its existing cash resources to finance the Acquisition, with the balance being financed under the Facility Agreement.

 

Goldman Sachs International, lead financial adviser to MSI, is satisfied that cash resources are available to MSI to enable it to satisfy in full the cash consideration payable under the terms of the Acquisition.

 

11.        Management, employees and location of the business

 

MSI sees Amlin at the core of its international strategy, and intends to preserve Amlin's established brand in a combined format with MSI (as appropriate), franchise and operating structure in the key markets in which it currently operates.

 

MSI believes that the Combined Group will provide broader and enhanced career opportunities for the employees of both Amlin and MSI, relative to the opportunities available to the employees of Amlin and MSI today.  MSI values and respects the skills of employees in Amlin, and intends to work to build an international insurance and reinsurance business that deploys and develops these skills as fully as possible.  Accordingly, MSI confirms that the existing employment rights, including pension rights, of Amlin's employees will be honoured.

 

It is intended that, subject to relevant regulatory approvals and the preparation of detailed integration plans, MSI's existing Lloyd's and Bermudian businesses will be merged with Amlin's Reinsurance, Marine & Aviation and Property & Casualty Strategic Business Units. MSI and Amlin also intend to review the options for optimising the Combined Group's European corporate structure and operations.  It is intended that Amlin's international operations will be substantially retained within the existing Amlin organisational structure under Amlin's management.

 

MSI believes that the management team of Amlin, under the leadership of Charles Philipps, has delivered a very strong track record at Amlin.  It is therefore MSI's intention that Charles Philipps, supported by his existing management team, will lead the operation of the enlarged Amlin business, and that Charles Philipps will help to drive the strategy of the combined international business going forward.

 

12.        Acquisition related arrangements

 

Confidentiality Agreement

 

MSI and Amlin entered into a confidentiality agreement dated 20 August 2015 pursuant to which each of MSI and Amlin have agreed to keep confidential information about the other party and not to disclose to third parties (other than permitted recipients) confidential information exchanged by them unless required by law or regulation (the "Confidentiality Agreement").  The Confidentiality Agreement also contains customary provisions relating to non-solicitation of Amlin's senior employees.  The Confidentiality Agreement will remain in force until completion of the Acquisition, or for a period of 18 months from the date of the Confidentiality Agreement.

 

Co-operation Agreement

 

MSI and Amlin have entered into a co-operation agreement dated on or around the date of this Announcement (the "Co-operation Agreement") pursuant to which each of MSI and Amlin has agreed to provide the other with such information and assistance as the other may reasonably require for the purposes of obtaining all regulatory clearances and making any submission, filing or notification to any regulatory authority.  The Co-operation Agreement will terminate if, among other things, the Scheme (or an Offer as the case may be) is withdrawn or lapses.  Each of MSI and Amlin has the right to terminate the Co-operation Agreement if the Amlin Directors withdraw their recommendation of the Scheme (or the  Offer as the case may be) or if the Acquisition does not become Effective by the Long Stop Date.

 

The Co-operation Agreement also provides for those matters described in paragraph 9 of this Announcement (Amlin incentive schemes).

 

13.        Structure of the Acquisition

 

Scheme

 

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Amlin and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for MSI to become the owner of the whole of the issued and to be issued share capital of Amlin.  Under the Scheme, the Acquisition is to be principally achieved by the:

 

(a)      transfer of the Scheme Shares held by Scheme Shareholders to MSI in consideration for which the Scheme Shareholders will receive the Consideration; and

 

(b)      passing of the Resolutions at the General Meeting.

 

Approval by Court Meeting and General Meeting

 

In order to become Effective, the Scheme requires the:

 

(a)      satisfaction (or, where applicable, waiver) of the Conditions;

 

(b)      approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

 

(c)      approval of not less than 75 per cent. of the votes cast, either in person or by proxy, of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

 

Application to Court to sanction the Scheme

 

Once the approvals of the Amlin Shareholders have been obtained at the Court Meeting and the General Meeting, and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Court Hearing.

 

The Scheme will become effective in accordance with its terms on delivery of the Court Order to Companies House.  Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

 



Full details of the Scheme to be set out in the Scheme Document

 

The Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions and the full terms and conditions to be set out in the Scheme Document.  Further details of the Scheme will be set out in the Scheme Document, including the expected timetable and the action to be taken by Scheme Shareholders.

 

The Scheme will be governed by the laws of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the Listing Rules.

 

It is expected that the Scheme Document will be dispatched to Amlin Shareholders and, for information only, to participants in the Amlin Share Schemes within 28 days of the date of this Announcement, unless MSI and Amlin otherwise agree, and the Panel consents, to a later date.

 

Conditions to the Acquisition

 

The Acquisition shall be subject to the Conditions and further terms set out in full in Appendix I to this Announcement and to be set out in the Scheme Document.

 

The Scheme is conditional, amongst other things, upon the:

 

(a)      Scheme becoming Effective by the Long Stop Date, failing which the Scheme will lapse;

 

(b)      approval of the Scheme by a majority in number of the Scheme Shareholders, representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders, present and voting, either in person or by proxy, at the Court Meeting or at any adjournment thereof on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between MSI and Amlin and the Court may allow);

 

(c)      passing of the Resolutions by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between MSI and Amlin and the Court may allow); and

 

(d)      sanction of the Scheme on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between MSI and Amlin and the Court may allow) and the delivery of an office copy of the Court Order to Companies House.

 

Scheme timetable/further information

 

A full anticipated timetable will be set out in the Scheme Document which will be posted to Amlin Shareholders within 28 days of the date of this Announcement, unless MSI and Amlin otherwise agree, and the Panel consents, to a later date.  Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on MSI's website at www.ms-ins.com/english and Amlin's website at http://www.amlin.com/investors.aspx.

 

At this stage, subject to the approval and availability of the Court (which is subject to change), MSI expects the implementation of the Acquisition to occur by the first quarter of 2016.

 

Right to switch to an Offer

 

MSI reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Amlin as an alternative to the Scheme.  In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part 3 of Appendix I to this Announcement.

 

14.        De-listing and re-registration as a private limited company

 

Prior to the Scheme becoming Effective, a request will be made by Amlin to the London Stock Exchange to cancel trading in Amlin Shares on its market for listed securities to take effect on, or shortly after, the Effective Date and the UK Listing Authority will be requested to cancel the listing of the Amlin Shares from the Official List on, or shortly after, the Effective Date.

 

Share certificates in respect of the Amlin Shares will cease to be valid and should be destroyed following the Effective Date and entitlements to Amlin Shares held within the CREST system shall be cancelled.

 

As soon as reasonably practicable after the Effective Date and after its shares are delisted, it is intended that Amlin will be re-registered as a private limited company under the relevant provisions of the Companies Act.

 

15.        Disclosure of interests in Amlin

 

MSI confirms that it is making on the date of this Announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. 

As at the close of business on 7 September 2015, being the latest practicable date prior to this Announcement, save for the irrevocable undertakings referred to in paragraph 6 (Irrevocable undertakings) above, none of MSI or any MSI Directors or, so far as MSI is aware, any person acting, or deemed to be acting, in concert with MSI:

(a)        had an interest in, or right to subscribe for, relevant securities of Amlin;

(b)        had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Amlin;

(c)        had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Amlin; or

(d)        had borrowed or lent any Amlin Shares.

Furthermore, save for the irrevocable undertakings described in paragraph 6 (Irrevocable undertakings) above, no arrangement exists between MSI or Amlin or a person acting in concert with MSI or Amlin in relation to Amlin Shares.  For these purposes, an arrangement includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Amlin Shares which may be an inducement to deal or refrain from dealing in such securities.

 

16.        Rule 2.10 disclosure

 

In accordance with Rule 2.10 of the Code, Amlin confirms that as at the close of business on 7 September 2015, being the last Business Day before this Announcement, it had 503,165,539 Amlin Shares in issue with voting rights.  This number excludes 3,011,512 Amlin Shares held in Treasury. The ISIN for the Amlin Shares is GB00B2988H17.

 

17.        General

 

The Acquisition will be subject to the Conditions and other terms set out in this Announcement and to the full terms and conditions which will be set out in the Scheme Document.  The Conditions to, and certain further terms of, the Acquisition, are set out in Appendix I.  Appendix II to this Announcement contains certain sources of information and bases of calculation contained in this Announcement.  Information in respect of the Irrevocable Undertakings is set out in Appendix III to this Announcement.  Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

 

Goldman Sachs International, Nomura, Evercore and Rothschild have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

 

18.        Documents on display

 

Copies of the following documents required to be published pursuant to Rules 26.1 and 26.2 of the Code will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on MSI's website at www.ms-ins.com/english and on Amlin's website at http://www.amlin.com/investors.aspx by no later than noon on the Business Day following this Announcement:

 

(a)        a copy of this Announcement;

 

(b)        the Confidentiality Agreement;

 

(c)        the Co-operation Agreement;

 

(d)        the Irrevocable Undertakings;

 

(e)        the Facility Agreement; and

 

(f)         the Fee Letter.

 

Neither the contents of Amlin's website or the contents of MSI's website, nor the content of any other website accessible from hyperlinks on either such website, is incorporated into or forms part of, this Announcement.

 

You will not be sent a hard copy of this Announcement unless you request one.  You may request a hard copy of this Announcement, free of charge, by contacting Harrison Hope of Evercore at 15 Stanhope Gate London, W1K 1LN  or  on +44 20 7653 6000  or John Nisbet of Rothschild at New Court, St Swithin's Lane, London EC4N 8AL or on +44 20 7280 5000. Amlin Shareholders may also request that all future documents, announcements and information be sent to them in relation to the Acquisition should be in hard copy form.

 

Enquiries

 

MSI

(Corporate Communications)

Masato Naito

 

 

Tel: +81 3 3259 1347

 

Amlin

Charles Philipps

Richard Hextall

 

 

Tel: +44 20 7746 1961

Goldman Sachs

(Lead Financial Adviser to MSI)

Mark Sorrell

Nimesh Khiroya

Paul Miller

 

Yoshihiko Yano

 

 

 

Tel: +44 20 7774 1000

 

 

 

Tel: +81 3 6437 6000

Evercore

(Joint Financial Adviser to Amlin)

Matthew Lindsey-Clark

Nick Chapman

 

 

 

 

Tel: +44 20 7653 6000

Rothschild

(Joint Financial Adviser to Amlin)

Jonathan Eddis

John Nisbet

 

 

 

 

Tel: +44 20 7280 5000

Nomura

(Financial Adviser to MSI)

Andrew McNaught

Ed Skilton

 

 

 

Tel: +44 20 7102 1000

 

Morgan Stanley

(Joint Corporate Broker to Amlin)

Paul Baker

Douglas Campbell

 

 

 

 

 

Tel: +44 20 7425 8000

Brunswick

(PR Adviser to MSI)

Andrew Garfield

 

 

Tel: +44 20 7404 5959

Numis

(Joint Corporate Broker to Amlin)

Oliver Hemsley

 

 

 

 

Tel: +44 20 7260 1000



FTI

(PR Adviser to Amlin)

John Waples

Ed Berry

 

 

Tel: +44 20 3727 1515

Tel: +44 20 3727 1046

 

Important disclaimers (including in relation to securities laws restrictions)

 

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for MSI and no-one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than MSI for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the matters in this Announcement. Neither Goldman Sachs International 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 Goldman Sachs International in connection with this Announcement, any statement contained herein or otherwise.

 

Nomura International plc ("Nomura"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for MSI and no-one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than MSI for providing the protections afforded to clients of Nomura nor for providing advice in relation to the matters in this Announcement. Neither Nomura 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 Nomura in connection with this Announcement, any statement contained herein or otherwise.

 

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amlin and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Amlin for providing the protections afforded to clients of Evercore, or for giving advice in connection with the matter referred to in this Announcement or any matter 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 or otherwise.

 

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amlin and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Amlin for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement, any statement contained herein or otherwise.

 

Morgan Stanley & Co International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amlin and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Amlin for providing the protections afforded to clients of Morgan Stanley, or for giving advice in connection with the matter referred to in this Announcement or any matter referred to herein. Morgan Stanley, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client nor will they owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Amlin for providing advice in connection with this Announcement, any statement contained herein or otherwise.

 

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to Amlin in relation to the matters referred to in this Announcement and will not be responsible to any person other than Amlin under the Financial Services and Markets Act 2000 (as amended), the rules of the Financial Conduct Authority or otherwise for providing the protections afforded to its clients or for advising any other person in relation to the contents of this Announcement or any matter, transaction or arrangement referred to in this Announcement.

 

This Announcement is for information purposes only and is not intended to, and does not constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Offer Document).

 

This Announcement does not constitute a prospectus or a prospectus equivalent document.

 

This Announcement has been prepared for the purpose of complying with the laws of England and Wales and 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 of England.

 

Overseas shareholders

 

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom.  Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

 

The Acquisition will not be made available, directly or indirectly, in a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.  Accordingly, copies of this Announcement and all other documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.  Further details in relation to overseas Amlin Shareholders will be contained in the Scheme Document.

 

The Acquisition relates to the shares of a U.K. company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a U.K. company that is a "foreign private issuer" as defined under Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the U.K. to schemes of arrangement, which differ from the disclosure requirements and practices of U.S. shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the U.K. and may not be comparable to the financial statement of U.S. companies. However, if MSI were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the U.S. by MSI and no one else. In addition to any such Takeover Offer, MSI, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Amlin outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

 

In the event that MSI extends the Acquisition into the U.S. at some future time, it will do so in satisfaction of the procedural and filing requirements of the U.S. securities laws at that time, to the extent applicable thereto.

 

Forward looking statements

 

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Amlin Group and the MSI Group and certain plans and objectives of MSI with respect to the Combined Group.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "hope", "continue", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof.  Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the MSI Group or the Amlin Group; and (iii) the effects of government regulation on the business of the MSI Group or the Amlin Group.

 

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future.  Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will provide to have been correct.  Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements which refer only to the position as at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to MSI or Amlin or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of MSI or Amlin undertakes any obligation to update publicly, correct or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

No profit forecasts or estimates

 

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share, for MSI or Amlin, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for MSI or Amlin, respectively.

 

Right to switch to an Offer

 

MSI reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Amlin as an alternative to the Scheme.  In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

 



Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.ms-ins.com/english and http://www.amlin.com/investors.aspx by no later than 12 noon on 9 September 2015.

 

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

 

You will not be sent a hard copy of this Announcement unless you request one.  You may request a hard copy of this Announcement, free of charge, by contacting Harrison Hope of Evercore at 15 Stanhope Gate London, W1K 1LN  or  on +44 20 7653 6000  or John Nisbet of Rothschild at New Court, St Swithin's Lane, London EC4N 8AL or on +44 20 7280 5000. Amlin Shareholders may also request that all future documents, announcements and information be sent to them in relation to the Acquisition should be in hard copy form.

 

Information relating to Amlin Shareholders

 

Please be aware that addresses, electronic addresses and certain other information provided by Amlin Shareholders, persons with information rights and other relevant persons for the receipt of communications from Amlin may be provided to MSI during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

 

Rounding

 

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. 

 



APPENDIX I

 

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

 

 

The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Listing Rules and the FCA.

 

The Acquisition is governed by the laws of England and Wales and will be subject to the exclusive jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document.

 

MSI reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of an Offer.

 

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

 

1.         Conditions of the Acquisition

 

The Acquisition will be subject to the satisfaction of, or (to the extent permitted by the Panel), waiver of, the following Conditions:

The Acquisition will be conditional upon the Scheme becoming unconditional and effective, subject to the Code, by no later than 6.00 pm on the Long Stop Date, or such later date (if any) as MSI and Amlin may (with the consent of the Panel) agree and, if required, the Panel and the Court may allow.

(A)        the Scheme will be conditional upon:

(i)         its approval by a majority in number representing not less than 75 per cent. in value of the Amlin Shareholders who are present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as MSI and Amlin may agree and the Court may allow);

(ii)         all resolutions required to approve and implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as MSI and Amlin may agree and the Court may allow);

(iii)        the sanction of the Scheme by the Court, without modification or with modification on terms acceptable to MSI and Amlin, on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date, if any, as MSI and Amlin may agree and the Court may allow) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(iv)        the Scheme becoming effective on or before 6.00 pm on the Long Stop Date.

In addition, subject to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless the following Conditions (as amended if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court: 

Specific regulatory and antitrust conditions

Prudential Regulation Authority (PRA) approval

(B)        the PRA:

(i)         having given notice of its approval in writing under section 189(4)(a) of FSMA, or a decision notice under section 189(7) of FSMA, in either case on terms reasonably satisfactory to MSI; or

(ii)         being treated as having given its approval by virtue of section 189(6) of FSMA,

in respect of any increase in or acquisition of control (as defined in sections 181 and 182 of FSMA) over any member of the Amlin Group which is a PRA authorised person which would take place as a result of the Acquisition becoming Effective;

Financial Conduct Authority (FCA) approval

(C)        the FCA:

(i)         having given notice of its approval in writing under section 189(4)(a) of FSMA, or a decision notice under section 189(7) of FSMA, in either case on terms reasonably satisfactory to MSI; or

(ii)         being treated as having given its approval by virtue of section 189(6) of FSMA,

in respect of any increase in control (as defined in sections 181 and 182 of FSMA)  over any member of the Amlin Group which is an FCA authorised person and not also a PRA authorised person which would take place as a result of the Acquisition becoming Effective;

Lloyd's of London approval

(D)     Lloyd's having given its consent in writing under paragraph 12 of the Lloyd's Membership Byelaw or paragraph 43 of the Lloyd's Underwriting Byelaw (as the case may be), on terms reasonably satisfactory to MSI, in respect of any change in the controller of any member of the Amlin Group which is a corporate member or a managing agent of Lloyd's which would take place as a result of the Acquisition becoming Effective;

Japanese Financial Services Agency (JFSA) approval

(E)        the JFSA having:

(i)         given notice in writing of its approval under sections 106 and 271-22 of the Japanese Insurance Business Act (on terms reasonably satisfactory to MSI); or

(ii)         accepted MSI's and MS&AD's notification in writing with no objection under sections 127 and 271-32 of the Japanese Insurance Business Act (on terms reasonably satisfactory to MSI),

in respect of MSI and MS&AD having Amlin Group as their respective subsidiary undertakings or associated undertakings (each as defined in the Japanese Insurance Business Act) which would take place as a result of the Acquisition becoming Effective;

Bermuda Monetary Authority (BMA) and Minister of Economic Development approvals

(F)        the BMA's:

(i)         Insurance Division having confirmed in writing that it has no objection (on terms reasonably satisfactory to MSI) in accordance with the Insurance Act 1978 and its related regulations, as amended, of Bermuda (Bermuda Insurance Act) to any change:

(a)        in the shareholder controller of any member of the Amlin Group, which is a registered person under the Bermuda Insurance Act; or

(b)        to any member of the Amlin Group, which is a registered person under the Bermuda Insurance Act,

which would take place as result of the Acquisition becoming Effective; and

(ii)         Exchange Control Division having confirmed in writing that it has no objection (on terms reasonably satisfactory to MSI) in accordance with the Exchange Control Act 1972 and the Exchange Control Regulations 1973, as amended, of Bermuda, to any change in the direct or indirect ownership of any member of the Amlin Group which would take place as result of the Acquisition becoming Effective; and

(G)        the Bermuda Minister of Economic Development having confirming in writing (on terms reasonably satisfactory to MSI) that he has no objection to the substantial change of effective control of any member of the Amlin Group, which holds a permit pursuant to Section 134 of the Companies Act 1981, as amended, of Bermuda, which would take place as result of the Acquisition becoming Effective;

Swiss Financial Market Supervisory Authority (FINMA) approval

(H)        FINMA not having initiated any examination within four weeks following the combined notification of Amlin, MSI and Amlin AG regarding the change in the qualified participant of Amlin AG arising from the Acquisition becoming Effective, or in the event FINMA does initiate such examination, FINMA having then approved such change (on terms reasonably satisfactory to MSI);

Dutch Central Bank (De Nederlandsche Bank N.V., DCB) approval

(I)         DCB having:

(i)         issued, or being treated as having issued, the required unconditional declarations of no-objection (verklaringen van geen bezwaar) pursuant to section 3:95 of the Dutch Act on financial supervision (Wet op het financieel toezicht, AFS) on terms which are reasonably satisfactory to MSI in respect of the acquisition of a qualifying holding in Amlin Europe N.V., which would take place as a result of the Acquisition becoming Effective; and

(ii)        consented to, or being treated as having consented to, and on terms which are reasonably satisfactory to MSI in respect of a change of (co)policymakers of Amlin AG and Amlin Bermuda Ltd, which would take place as a result of the Acquisition becoming Effective;

Dutch Central Bank (De Nederlandsche Bank N.V., DCB) and The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, AFM) approval

(J)        the AFM having consented to, or being treated as having consented to, and on terms which are reasonably satisfactory to MSI in respect of a change of (co)policymakers of RaetsMarine Insurance B.V., which would take place as a result of the Acquisition becoming Effective;

European Commission clearance

(K)        insofar as the Acquisition falls within the scope of Council Regulation (EC) 139/2004 (the "Regulation"):

(i)         the European Commission taking a decision that in connection with the Acquisition or the acquisition or proposed acquisition of any Amlin Shares or other securities in, or control or management of, Amlin, or any matter arising therefrom, it will not initiate proceedings under Article 6(1)(c) of the Regulation (or being deemed to have done so under Article 10(6) of the Regulation);

(ii)         in the event that a request under Article 9(2) of the Regulation has been made by a European Union or EFTA state competition authority ("NCA"), the European Commission indicating that it does not intend to refer the Acquisition or any aspect of the Acquisition to an NCA in accordance with Article 9(3)(b) of the Regulation; and

(iii)        in the event of a referral of the Acquisition, or any aspect of the Acquisition, to an NCA in accordance with Article 9(3)(b) of the Regulation such competent authority adopting a decision with equivalent effect to that set out in Condition (K)(i) and in the case of the U.K., it being established that the Competition and Markets Authority ("CMA") has decided not to refer the Acquisition, or any aspect of the Acquisition, to the CMA's chair for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

United States Hart-Scott-Rodino clearance

(L)        all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations made thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the Acquisition (including, without limitation, its implementation) and the acquisition or the proposed acquisition of any shares or other securities in, or control of, Amlin by MSI any member of the Wider MSI Group; 

Japan merger control

(M)       the waiting period under the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of April 14, 1947, as amended) with respect to the Acquisition having expired and notification having been received from the Japan Fair Trade Commission (JFTC) of its decision not to issue a cease and desist order pursuant to Article 9 of JFTC Regulation No. 1 of 1953;

Turkish merger control

(N)        notification having been received by The Turkish Competition Authority pursuant to The Act on Protection of Competition, Law No. 4054 (Dec. 13,1994), as amended, and Communique No. 2010/4 on the Mergers and Acquisitions Subject to the Permission of the Competition Board of its decision that, with respect to the Acquisition (including, without limitation, its implementation), that it has been granted approval;

General anti-trust and regulatory

(O)       all clearance decisions having been received or waiting periods (including any extensions thereof) having expired or been terminated under any anti-trust laws in jurisdictions where Amlin and MSI (in both cases acting reasonably) agree that an anti-trust filing should be made in each case in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control of, Amlin by any member of the Wider MSI Group;

(P)        other than in relation to the regulatory and competition law approvals referred to in Conditions (B) to (N) above, no anti-trust regulator or other Third Party having given notice of its decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or withdrawal of a clearance decision, or having required any action or step to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same), and there not continuing to be outstanding any statute, regulation, decision or order which would or might be expected to (in any case to an extent or in a manner which is material in the context of the Wider Amlin Group or the Wider MSI Group, as the case may be, or in the context of the Acquisition):

(i)         make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Amlin Group by any member of the Wider MSI Group, void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise impede, challenge, interfere, hinder the Acquisition or its implementation or require amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Amlin Group by any member of the Wider MSI Group, or otherwise challenge or interfere therewith;

(ii)         require any member of the MSI Group or any member of the Amlin Group to sell, divest, hold separate, or otherwise dispose of all or any material part of their respective businesses, operations, product lines or assets or property or to prevent or materially delay any of the above;

(iii)        require any member of the MSI Group or any member of the Amlin Group to conduct its business or any part thereof in a specified manner or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof), in each case which is material in the context of the Amlin Group or the MSI Group, as the case may be, or in the context of the Acquisition;

(iv)        impose any material limitation on, or result in a material delay in, the ability of any member of the MSI Group or any member of the Amlin Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the MSI Group or the Amlin Group;

(v)         impose any material limitation on, or result in a material delay in, the ability of any member of the MSI Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in Amlin or on the ability of any member of the Amlin Group or any member of the MSI Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Amlin Group;

(vi)        require, prevent or materially delay a divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the MSI Group or the Amlin Group of any shares or other securities (or the equivalent) in any member of the Amlin Group or any member of the MSI Group;

(vii)       require any member of the MSI Group or the Amlin Group to acquire, or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Amlin Group or any member of the MSI Group or any asset owned by any third party (other than in connection with the implementation of the Acquisition);

(viii)       require any member of the Amlin Group or the MSI Group to relinquish, terminate or amend in any way any material contract to which any member of the Amlin Group or the MSI Group is a party;

(ix)        result in any member of the Amlin Group or any member of the MSI Group ceasing to be able to carry on business under any name under which it currently does so in any jurisdiction; or

(x)        require any member of the MSI Group or any member of the Amlin Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; (B) guarantee or pledge capital assets for the benefit of; (C) maintain, support or guarantee a minimum level of capital or surplus in excess of the minimum regulatory requirements applicable in respect of such entity or in excess of any additional regulator-imposed buffer applicable as at the date hereof; or (D) provide any financial resources, keep-well or support of any nature whatsoever at any time to, any member of the Combined Group which is material in the context of the Combined Group, or in the context of the Acquisition, whether under any existing insurance regulatory regime, including in respect of regulatory capital, or under the Solvency II regime; or

(xi)        otherwise materially adversely affect all or any of the business, assets, liabilities, profits, financial or trading position, operational performance or prospects of any member of the Amlin Group or any member of the MSI Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such anti-trust regulator or other Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or withdrawal of a clearance decision or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Amlin Shares or other securities in, or control or management of, Amlin or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(Q)       other than in relation to the regulatory and competition law approvals referred to in Conditions (B) to (P) above, each regulatory or governmental authority (other than any anti-trust authority) which regulates or licences any member of the Amlin Group or any other body corporate in which any member of the Amlin Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Amlin Group is required, or any regulatory or governmental authority whose prior approval, consent or non-objection to the Acquisition is otherwise required, or from whom one or more licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to MSI);



 

Notifications, filings waiting periods and Authorisations

(R)        other than in relation to the regulatory and competition law approvals referred to in Conditions (B) to (N) above, all notifications, filings or applications, other than any anti-trust notifications, filings or applications, which are necessary having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations which are necessary in any relevant jurisdiction for or in respect of the Acquisition or the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Amlin or any other member of the Amlin Group by any member of the MSI Group having been obtained in terms and in a form reasonably satisfactory to MSI from all relevant Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Amlin Group or the MSI Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Amlin Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes Effective and there being no notice or intimation of any intention to revoke, suspend, restrict, impede, modify or not to renew such Authorisations in each such case to an extent or in a manner which is material in the context of the Wider Amlin Group or the Wider MSI Group, as the case may be, or in the context of the Acquisition;

Certain matters arising as a result of any arrangement, agreement, etc.

(S)        except as Fairly Disclosed, there being no provision of any agreement, arrangement, lease, licence, franchise, permit or other instrument to which any member of the Amlin Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any event or circumstance, which, in each case as a consequence of the Acquisition and the acquisition or proposed acquisition of any shares or other securities in, or control of, Amlin or any other member of the Amlin Group or otherwise, would or might reasonably be expected to result in (in any case to an extent that is or would be material in the context of the Combined Group or in the context of the Acquisition):

(i)         any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)         any such agreement, arrangement, lease, licence, franchise, permit or other instrument, or the rights, liabilities, obligations, interests or business of any such member thereunder (or with any other person), being, or becoming capable of being, terminated or adversely affected, or any onerous obligation or liability arising or any adverse action occurring thereunder;

(iii)        any such member ceasing to be able to carry on its business under any name under which it currently does so;

(iv)        any assets or interests of or used by any such member being or being required to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member;

(v)         the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(vi)        the creation or acceleration of any liability, actual or contingent, by any such member;

(vii)       any liability of any such member to make any severance, termination bonus or other payment to any of its directors or other officers;

(viii)       any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities;

(ix)        the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder; or

(x)        the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected,

and no event having occurred which, under any provision of any agreement,  arrangement, lease, licence, franchise, permit or other instrument to which any member of the Amlin Group is a party or by or to which any such member or any of its assets are or may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (x) of this Condition (S);

Certain events occurring since 31 December 2014

(T)        since 31 December 2014, except as Fairly Disclosed or as otherwise permitted under the Cooperation Agreement, no member of the Amlin Group having:

(i)         save for transactions between Amlin and any of its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Amlin, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares (or other securities) of any class, or securities or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell or authorised or proposed the transfer or sale of any shares out of treasury or purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital;

(ii)         recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise, save for distributions to Amlin or a wholly-owned subsidiary of Amlin by a wholly-owned subsidiary of Amlin and the Dividend;

(iii)        save for transactions between Amlin and any of its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Amlin or pursuant to the Acquisition, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material asset (including shares or loan capital (or the equivalent thereof) in any undertaking or undertakings and further including trade investments) or implemented, effected, authorised or proposed or announced any intention to implement, effect, authorise or propose any such merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition, disposal, transfer, mortgage, charge or security interest (which, in the case of any transfer, mortgage, charge or security interest, is other than in the ordinary course of business consistent with past practice);

(iv)        save for transactions between Amlin and any of its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Amlin, made or authorised or proposed or announced an intention to propose any change to the terms of any of its loan capital, debentures or other indebtedness, which in any case is material in the context of the Amlin Group;

(v)         entered into, implemented or authorised the entry into of, or amended, terminated or permitted to be terminated, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which in any case is material in the context of the Amlin Group;

(vi)        save for transactions between Amlin and any of its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Amlin, issued or agreed to issue, authorised or proposed or announced an intention to authorise or propose the issue of any debentures or except in the ordinary course of business consistent with past practice), incurred or increased, or agreed to incur or increase, any indebtedness which is material in the context of the Amlin Group or in the context of the Acquisition, or become, or agreed to become, subject to any liability (actual or contingent) to an extent which is material in the context of the Amlin Group or in the context of the Acquisition;

(vii)       implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any composition, assignment, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business consistent with past practice or entered into or varied, or made any offer to enter into or vary, the terms of any contract, agreement or arrangement with any director or senior executive of any member of the Amlin Group;

(viii)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any material agreement, contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) other than in the ordinary course of business consistent with past practice which is of a long-term, onerous or unusual nature or magnitude or which involves or might be expected to involve an obligation of a nature or magnitude which would be or might be expected to be materially restrictive or onerous on the business of any member of the Amlin Group or the MSI Group which taken together with any other such material agreement, contract, transaction, arrangement or commitment would be or might be expected to be material in the context of the Amlin Group or the MSI Group, as the case may be;

(ix)        other than in respect of a member which is dormant and was solvent at the relevant time, taken or proposed any step or corporate action, or had any legal proceedings instituted or threatened against it or petition presented or order made, in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(x)        been unable, or admitted in writing that it is unable, to pay its debts as they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xi)        waived, compromised or settled any claim which is material in the context of the Amlin Group or in the context of the Acquisition otherwise than in the ordinary course of business consistent with past practice;

(xii)       terminated or varied the terms of any agreement or arrangement between any member of the Amlin Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Amlin Group;

(xiii)      except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation, made or agreed or consented to any change to:

(a)        the terms of the trust deeds (or other terms) constituting the pension scheme(s) established by any member of the Amlin Group for its directors, officers, employees or their dependants;

(b)        the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(c)        the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(d)        the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made, or agreed or consented to; or

(e)        the trustees involving the appointment of a trust corporation, in a manner which, in any such case, is material in the context of the Amlin Group or in the context of the Acquisition;

(xiv)      save as agreed in writing by MSI, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Amlin Group which are material in the context of the Amlin Group or in the context of the Acquisition;

(xv)       except as disclosed on publicly available registers, made any material alteration to the bye-laws or other incorporation documents of Amlin or any member of the Amlin Group (in each case, other than an alteration in connection with the Acquisition) which in any such case is material in the context of the Amlin Group or in the context of the Acquisition;

(xvi)      entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business consistent with past practice or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (T);

(xvii)      taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Amlin Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

No adverse change, litigation or regulatory enquiry

(U)        since 31 December 2014, except as Fairly Disclosed, there having been: 

(i)         no material adverse change or deterioration in the business, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Amlin Group which, in any such case, is material in the context of the Amlin Group and no circumstance having arisen which would or might reasonably be expected to result in any such adverse change or deterioration;

(ii)         no agreement or arrangement between any member of the Amlin  Group and any other person has been terminated or varied in a manner which, in any such case, would or might reasonably be expected to have a material adverse effect on the financial position of the Amlin Group;

(iii)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Amlin Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Amlin Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Amlin Group which, in any such case, has had, or might reasonably be expected to have, a material adverse effect on the Amlin Group or in the context of the Acquisition;

(iv)        no contingent or other material liability having arisen or become apparent to MSI or increased which has had, or might reasonably be expected to have, a material adverse effect on the business, assets, financial or trading position or profits or prospects of any member of the Amlin Group which, in any such case, is material in the context of the Amlin Group or in the context of the Acquisition; and

(v)         no action or steps having been taken and no omissions having been made which are reasonably likely to lead to or result in the withdrawal, cancellation, termination, modification or variation of any Authorisation held by or on behalf of any member of the Amlin Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or might reasonably be expected to have, a material adverse effect on the Amlin Group or in the context of the Acquisition;

No discovery of certain matters regarding information and liabilities

(V)        except as Fairly Disclosed, MSI not having discovered:

(i)         that any financial, business or other information concerning the Amlin Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Amlin Group or disclosed at any time to any member of the MSI Group or to any of their advisers by or on behalf of any member of the Amlin Group is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading, in each case to an extent which is, in any case itself or together with other factors, material in the context of the Amlin Group or in the context of the Acquisition;

(ii)         that any member of the Amlin Group or any partnership, company or other entity in which any member of the Amlin Group has a significant economic interest and which is not a subsidiary undertaking of Amlin is subject to any liability (contingent or otherwise) which, in any such case, is material in the context of the Amlin Group or in the context of the Acquisition;

(iii)        any information which affects the import of any information disclosed to MSI or its advisors at any time by or on behalf of any member of the Amlin Group and which is material and adverse in the context of the Amlin Group or in the context of the Acquisition; and

(iv)        that any member of the Amlin Group or any of their respective affiliates has failed to satisfy any requirement of any Third Party to (a) invest, contribute or loan any capital or assets to; (b) guarantee or pledge capital assets for the benefit of; (c) maintain, support or guarantee a minimum level of capital or surplus in excess of the minimum regulatory requirements applicable in respect of such entity or in excess of any additional regulator-imposed buffer; or (d) provide any financial resources, keep-well or support of any nature whatsoever at any time to, any member of the Amlin Group which is material in the context of the Combined Group, or in the context of the Acquisition, whether under the existing insurance regulatory regime, including in respect of regulatory capital, or under the Solvency II regime;

Anti-corruption, sanctions and criminal property

(W)       except as Fairly Disclosed, MSI not having discovered that:

(i)         any past or present member, director, officer or employee of the Amlin Group, or any other person for whom any such person may be liable or responsible, has not (in the course of the business of the Amlin Group or their engagement on it) complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the U.K. Bribery Act 2010 and/or the U.S. Foreign Corrupt Practices Act of 1977;

(ii)         any past or present member, director, officer or employee of the Amlin Group, or any other person for whom any such person may be liable or responsible, has (in the course of the business of the Amlin Group or their engagement on it) engaged in any business with or made any investments in, or made any payments to, (a) any government, entity or individual with which U.S. or E.U. persons are prohibited from engaging in activities or doing business by U.S. or E.U. laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states; and

(iii)        any asset of any member of the Amlin Group constitutes criminal property as defined by Section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

Amlin Shareholder resolutions

(X)        no resolution of Amlin Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, consolidation, demerger, reconstruction, amalgamation or scheme) being passed at a meeting of Amlin Shareholders other than in relation to the implementation of the Acquisition and Amlin not having taken any action that requires or would require approval of Amlin Shareholders in general meeting pursuant to Rule 21.1 of the Code. 

2.         Waiver and amendment of Conditions

Subject to the requirements of the Panel, MSI reserves the right in its sole discretion to waive (if capable of waiver):

(i)         any of the Conditions set out in the above Condition (A) relating to the dates of the Court Meeting, General Meeting, the Court Hearing and the sanctioning of the Scheme. If any of the deadlines for those dates are not met, MSI shall release an announcement via a Regulatory Information Service by 8.00 am on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Amlin to extend the relevant deadline; and

(ii)        in whole or in part all or any of the above Conditions (B) (Prudential Regulation Authority (PRA) approval) to (X) (Amlin Shareholder resolutions) (inclusive).

Conditions (B) (Prudential Regulation Authority (PRA) approval) to (X) (Amlin Shareholder resolutions) (inclusive) must be fulfilled or waived by, no later than 11.59 pm on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse.  MSI shall be under no obligation to waive (if capable of waiver) or treat as satisfied any of Conditions (B) (Prudential Regulation Authority (PRA) approval) to (X) (Amlin Shareholder resolutions) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or the other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment. 

If MSI is required by the Panel to make an offer for Amlin Shares under the provisions of Rule 9 of the Code, MSI may make such alterations to the Conditions and further terms of the Acquisition as are necessary to comply with the provisions of that Rule. 

3.         Implementation by Way of a Takeover Offer

MSI may, subject to the terms of the Co-operation Agreement and with the consent of the Panel, implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of MSI, an Offer as an alternative to the Scheme.  In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.  The acceptance condition would be set at 90 per cent. of the shares to which such Offer relates (or such lesser percentage (being more than 75 per cent.) as MSI may decide with the consent of the Panel).  Further, if sufficient acceptances of the Offer are received and/or sufficient Amlin Shares are otherwise acquired, it is the intention of MSI to apply the provisions of the Companies Act to compulsorily acquire any outstanding Amlin Shares to which such Offer relates.

In the event that the Acquisition is implemented by way of an Offer, the Amlin Shares acquired shall be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement save as provided in the Co-operation Agreement.

4.         Certain further terms of the Acquisition

(A)        The Acquisition will lapse if:

(i)         in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(ii)         in so far as the Acquisition or any matter arising from the Scheme or Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

(B)        MSI reserves the right for any other member of the MSI Group from time to time implement the Acquisition.

(C)        The availability of the Acquisition to Amlin Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Amlin Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

(D)        Unless otherwise determined by MSI or required by the Code and permitted by applicable law and regulation, the Acquisition is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

(E)        Amlin Shares which will be acquired under the Acquisition will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any), and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise), declared, made or paid on or after the date of this Announcement other than the Dividend.

 



APPENDIX II

 

SOURCES OF INFORMATION AND BASES OF CALCULATION

 

 

In this Announcement:

 

(i)         The value of the Acquisition is based upon the cash consideration due under the terms of the Acquisition and on the basis of the issued and to be issued share capital of Amlin referred to in paragraph (ii) below.

 

(ii)         The issued and to be issued share capital of Amlin is calculated on the basis of:

 

·      the number of issued Amlin Shares as at the close of business on 7 September 2015, being the latest practicable date before the date of this Announcement, being 503,165,539 Amlin Shares (excluding shares in Treasury); and

 

·      any further Amlin Shares which may be issued (or transferred from Treasury) on or after the date of this Announcement or granted prior to the Effective Date on the exercise of options or the vesting of awards under the Amlin Share Schemes, which options or awards have been granted or are expected to be granted on or before the Effective Date, amounting in aggregate up to 14,493,396 Amlin Shares. 

 

(iii)        Unless otherwise stated, all prices for Amlin Shares are the Closing Price for the relevant dates.

 

(iv)        The prices of Amlin Shares used for the premium calculations are: 

·      492.5 pence per Amlin Share on 7 September 2015, being the latest practicable date before the date of this Announcement;

·      504.2 pence per Amlin Share for the one month period immediately preceding 7 September 2015, being the latest practicable date before the date of this Announcement; and

·      500.8 pence per Amlin Share for the three month period immediately preceding 7 September 2015, being the latest practicable date before the date of this Announcement.

 

(v)         The price to net tangible book value per Amlin Share has been calculated by deducting Amlin's goodwill and intangible assets (excluding non-controlling interest share) from the equity attributable to Amlin Shareholders as at 30 June 2015, divided by the number of issued and to be issued Amlin Shares as at 7 September 2015.

 

(vi)        All prices for Amlin Shares have been derived from the Daily Official List and, unless otherwise stated, represent Closing Prices on the relevant date(s).

 

(vii)       The volume weighted average Closing Price per Amlin Share for the one month and three month periods to 7 September 2015 is derived from data provided by Bloomberg.

 

(viii)       Where amounts are translated from Japanese Yen to British Pounds Sterling in this Announcement, an exchange rate of ¥183.0:£1 has been used, as sourced from Bloomberg on 3 September 2015.

 

(ix)        Unless otherwise stated, the financial information relating to MSI is extracted from the audited consolidated financial statements of MSI for the relevant years (original Japanese versions), prepared in accordance with Japanese GAAP and subject to the ¥:£ exchange rate set out in those statements.

 

(x)        Unless otherwise stated, the financial information relating to Amlin is extracted from the audited consolidated financial statements of Amlin for the relevant years, prepared in accordance with IFRS.



APPENDIX III

 

IRREVOCABLE UNDERTAKINGS

 

Amlin Directors' Irrevocable Undertakings

 

MSI has received irrevocable commitments from each of the members of the Amlin Board who hold Amlin Shares, as listed below, in respect of their own beneficial holdings of Amlin Shares and (to the extent relevant) the beneficial holdings of the Amlin Board member's spouse, civil partner, de facto partner, or similarly-related person, representing in aggregate approximately 0.8 per cent. of the existing issued ordinary share capital of Amlin.  These commitments require the member of the Amlin Board to vote or procure that the registered holder votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event the Acquisition is implemented by means of an Offer, to accept, or procure acceptance of, the Offer).

 

 

Name of Amlin Director

Number of Amlin Shares

% of Amlin issued share capital

Charles Philipps

1,849,405

0.4%

Richard Hextall

1,088,573

0.2%

Simon Beale

1,031,672

0.2%

Richard Davey

10,000

0.0%

Julie Chakraverty

8,000

0.0%

Martin Feinstein

4,000

0.0%

Shonaid Jemmet-Page

700

0.0%

Oliver Peterken

4,267

0.0%

TOTAL

3,996,617

0.8%

These irrevocable commitments will continue to be binding in the event that a higher competing offer is made for Amlin.

 

These irrevocable commitments will cease to be binding on the earliest to occur of the following events: 

·      if MSI announces, with the consent of any relevant authority (if required) and before the Scheme Document (or, if applicable, the Offer Document) is posted, that it does not intend to proceed with the Acquisition and no new, revised or replacement Offer or Scheme is contemporaneously announced by MSI; or

·      if the Acquisition lapses or is withdrawn other than where the Acquisition is withdrawn or lapses solely as a result of MSI exercising its right to implement the Acquisition by way of an Offer rather than the Scheme or vice versa.

Shareholders' Irrevocable Undertakings

MSI has received irrevocable commitments from the following Amlin Shareholders in respect of their own beneficial holdings of Amlin Shares (or interests therein), representing in aggregate approximately 15.2 per cent. of the existing issued ordinary share capital of Amlin.  These commitments are subject to certain limitations and exceptions as described below.

These commitments require each such Amlin Shareholder to vote, procure, or instruct (as applicable) that the registered holder votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event the Acquisition is implemented by means of an Offer, to accept, procure or instruct (as applicable) acceptance of, the Offer).

 



 

 

Name of Amlin Shareholder

Number of Amlin Shares

% of Amlin issued share capital

Invesco Asset Management Limited

57,396,590

11.4%

Majedie Asset Management Limited

19,319,710

3.8%

TOTAL

76,716,310

15.2%

 

Invesco Asset Management Limited

 

The irrevocable commitments given by Invesco Asset Management Limited will continue to be binding in the event that a higher competing offer is made for Amlin save as set out below.  The irrevocable commitments given by Invesco Asset Management Limited will cease to be binding on the earlier to occur of the following events:

 

·      if:

a competing offer for the entire issued and to be issued ordinary share capital of Amlin has been announced in accordance with the requirements of the Code that values each ordinary share in the capital of Amlin, and the consideration payable under such competing offer is, in the opinion of Invesco Asset Management Limited, at least 10% higher than the Consideration; and

 

MSI does not, within five business days of announcement of such competing offer, announce a revised offer which, in the opinion of Invesco Asset Management Limited, is at least equal to the relevant competing offer; or

 

·      if the Scheme does not become Effective or the Offer lapses or is withdrawn.

 

Majedie Asset Management Limited

 

The irrevocable commitments given by Majedie Asset Management Limited will continue to be binding in the event that a higher competing offer is made for Amlin save as set out below.  The irrevocable commitments given by Majedie Asset Management Limited will cease to be binding on the earlier to occur of the following events:

 

·      if the Acquisition is implemented by way of an Offer and the Offer lapses or is withdrawn without becoming or being declared unconditional in all respects;

 

·      if MSI announces, with the consent of any relevant authority (if required) and before the Scheme Document or Offer Document is posted, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Offer is announced by MSI in accordance with the Code at the same time or within 28 days thereafter;

 

·      the Scheme does not become effective by 9 June 2016 (or such later date as Majedie Asset Management Limited agrees in writing); or

 

·      if a competing offer for the entire issued and to be issued ordinary share capital of Amlin has been announced in accordance with the requirements of the Code that values each ordinary share in the capital of Amlin at a price which equals or exceeds 110% of the maximum value of the Consideration under the terms of the Acquisition, having regard to the total amount, cash and non-cash elements of the Acquisition and such competing offer. 

 



APPENDIX IV

 

DEFINITIONS

 

The following definitions apply throughout this Announcement, unless the context otherwise requires:

 

 

Acquisition

the recommended acquisition by MSI for the entire issued and to be issued share capital of Amlin, to be implemented by the Scheme as described in this Announcement (or Offer under certain circumstances as described in this Announcement) on the terms and subject to the conditions to be set out in the Scheme Document including, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder

Amlin

Amlin plc, a public limited company incorporated in England and Wales with registered number 02854310 and with its registered office at The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AG

Amlin Articles

the articles of association of Amlin

Amlin Board

the board of directors of Amlin

Amlin Cash Incentives

(i)       Amlin Profit Commission Scheme;

(ii)      Amlin plc Group Bonus Scheme 2014;

(iii)      Amlin Capital Builder Plan 2006;

(iv)      Amlin Re Europe Retention and Underwriting Profit Incentives Scheme;

(v)       Management Incentive Plan for RaetsMarine;

(vi)      Amlin plc 2015 Annual Bonus Plan;

(vii)     Deferred bonus for financial years 2013 and 2014;

(viii)    Bonus awarded in accordance with the Amlin Europe N.V. Remuneration Policy; and

(ix)     Existing one-off guaranteed bonus arrangements

Amlin Directors

the directors of Amlin and Amlin Director means any one of them

Amlin Group

Amlin and its subsidiary undertakings and associated undertakings and, where the context permits, each of them

Amlin Performance Share Schemes

has the meaning given to that term in paragraph 9 (Amlin incentive schemes)

Amlin Share Schemes

(i)       PSP 2004;

(ii)      PSP 2014;

(iii)      LTIP 2006;

(iv)      SIP;

(v)       SAYE;

(vi)      Amlin plc Inland Revenue Approved Share Option Scheme 1997;

(vii)     Amlin plc Unapproved Share Option Scheme 1997; and

(viii)    one-off recruitment share awards,

inclusive of all relevant schedules

Amlin Shareholders

holders of Amlin Shares

Amlin Shares

the ordinary shares of 28.125 pence each in the capital of Amlin

Amlin's 2014 Annual Report

the Annual Report and Accounts of Amlin for the year ended 31 December 2014

Announcement

this announcement, made in accordance with Rule 2.7 of the Code, dated 8 September 2015, including its summary and appendices

Authorisations

for the purposes of the Conditions, means authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals

BMA

the Bermuda Monetary Authority

Business Day

a day (other than a Saturday, Sunday or a public holiday) on which banks in the City of London and Tokyo, Japan are open for business generally

Closing Price

the middle market price for an Amlin Share at the close of business on the day to which the price relates, derived from the Daily Official List for that day

CMA Phase 2 Reference

a reference pursuant to sections 22, 33, 45 or 62 of the Enterprise Act 2002 of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (as amended)

Code or Takeover Code

the City Code on Takeovers and Mergers

Combined Group

following completion of the Acquisition, the combined MSI Group and Amlin Group

Community

the European Community

Companies Act

the Companies Act 2006, as amended from time to time

Competition and Markets Authority or CMA

the independent public body which conducts second phase, in-depth inquiries into mergers, markets and the regulation of the major regulated industries in the United Kingdom (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time)

Conditions

the conditions of the Acquisition, as set out in Appendix I to this Announcement and to be set out in the Scheme Document

Confidentiality Agreement

has the meaning given to that term in paragraph 12 of this Announcement (Acquisition related arrangements)

Consideration

the cash payment of 670 pence per Scheme Share to be made pursuant to the Scheme to Scheme Shareholders

Co-operation Agreement

has the meaning given to that term in paragraph 12 of this Announcement (Acquisition related arrangements)

Court

the High Court of Justice in England and Wales

Court Hearing

the hearing of the Court to sanction the Scheme under section 899 of the Companies Act and if such hearing is adjourned references to commencement of any such hearing shall mean the commencement of the final adjournment thereof

Court Meeting

the meeting or meetings of the Scheme Shareholders (or the relevant class or classes thereof) to be convened pursuant to an order of the Court under section 896 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment) including any adjournment thereof, notice of which is to be contained in the Scheme Document

Court Order

the order of the Court sanctioning the Scheme under section 899 of the Companies Act

CREST

the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations)

CREST Regulations

the Uncertificated Securities Regulations 2001 (SI 2001/3755)

Daily Official List

the Daily Official List published by the London Stock Exchange

DCB

the Dutch Central Bank (De Nederlandsche Bank N.V.)

Dividend

the interim dividend of 8.4 pence per Amlin Share in issue on 4 September 2015 for the period ended 30 June 2015, announced with Amlin's interim results on 24 August 2015

Effective

in the context of the Acquisition: (i) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies and, if the Court so orders, registration by the Registrar of Companies; or (ii) if the Acquisition is implemented by way of an Offer, the Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code

Effective Date

the date upon which:

(a) the Scheme becomes Effective; or

(b) if MSI elects and the Panel consents to implement the Acquisition by way of an Offer, the Offer becomes Effective

E.U.

the European Union

Evercore

Evercore Partners International LLP

Exchange Act

the U.S. Securities Exchange Act of 1934

Fairly Disclosed

the information which has been fairly disclosed: (i) in any  document delivered prior to the date of this Announcement by or on behalf of Amlin to MSI or MSI's financial, accounting, tax or legal advisers (specifically as MSI's advisers in relation to the Acquisition), including not limited to minutes so delivered of any disclosure meetings and any information disclosed in electronic form by way of a data room or otherwise; (ii) in Amlin's 2014 Annual Report; (iii) in any public announcement by Amlin published through a Regulatory Information Service prior to the date of this Announcement; (iv) in Amlin's interim results for the six months ended 30 June 2015; or (v) in this Announcement

FCA or Financial Conduct Authority

the U.K. Financial Conduct Authority or its successor from time to time

Fee Letter

the fee letter entered into in connection with the Facility Agreement between Goldman Sachs Japan Co., Ltd. (as arranger and agent) and MSI (as borrower)

FINMA

the Swiss Financial Market Supervisory Authority

Forms of Proxy

the forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document

FSMA

the Financial Services and Markets Act 2000 (as amended)

General Meeting

the general meeting (or any adjournment, postponement or reconvention thereof) of Amlin to be convened in connection with the Scheme, notice of which is to be contained in the Scheme Document

GWP

Gross Written Premium

 

IFRS

International Financial Reporting Standards

Irrevocable Undertakings

the irrevocable undertakings to vote (or procure votes) in favour of the Acquisition from Amlin Shareholders received by MSI, details of which are set out in Appendix III to this Announcement

ISIN

International Securities Identification Number

Japanese GAAP

generally accepted accounting principles in Japan

JFSA

the Japanese Financial Services Agency

Lender

has the meaning given in paragraph 10 (Financing of the Acquisition)

Listing Rules

the listing rules and regulations made by the FCA under Part VI of FSMA, and contained in the UKLA's publication of the same name (as amended from time to time)

Lloyd's

the Society of Lloyd's created by the Lloyd's Acts 1871-1982, or any successor thereto

London Stock Exchange

London Stock Exchange plc

Long Stop Date

8 June 2016, or such later date, if any, as MSI and Amlin may, subject to the Takeover Code and the consent of the Panel, agree and, if required, the Court may approve

LTIP 2006

the Amlin plc Long Term Incentive Plan 2006

MSI

Mitsui Sumitomo Insurance Company, Limited, a company incorporated in Japan with its registered address at 9, Kanda-Surugadai, 3-Chome, Chiyoda-ku, Tokyo, Japan

MSI Directors

the directors of MSI and MSI Director means any one of them

MSI Group

MSI and its subsidiary undertakings and associated undertakings

MS&AD

MS&AD Insurance Group Holdings, Inc., a company incorporated in Japan with its registered address at 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan

MS&AD Group

MS&AD and its subsidiary undertakings and associated undertakings

Morgan Stanley

Morgan Stanley & Co International plc

Nomura

Nomura International plc

Numis

Numis Securities Ltd

Offer or Takeover Offer

should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the recommended offer to be made by or on behalf of MSI to acquire the entire issued and to be issued share capital of Amlin and, where the context admits, any subsequent revision, variation, extension or renewal of such offer

Offer Document

in the event MSI elects to implement the Acquisition by means of an Offer, the document containing the Offer to be sent to Amlin Shareholders

Official List

the Official List of the FCA

Opening Position Disclosure

has the meaning given to that term in the Code

PRA or Prudential Regulation Authority

the U.K. Prudential Regulation Authority or its successor from time to time

PSP 2004

the Amlin plc Performance Share Plan 2004

PSP 2014

the Amlin plc 2014 Performance Share Plan

Registrar of Companies or Companies House

the Registrar of Companies in England and Wales

Regulation

Council Regulation (EC) No139/2004

Regulatory Information Service

any information service authorised from time to time by the FCA for the purposes of disseminating regulatory announcements

Resolutions

the resolutions to be proposed by Amlin at the General Meeting in connection with, amongst other things, the approval of the Scheme, the amendment of the Amlin Articles and such other matters as may be necessary to implement the Scheme

Restricted Jurisdiction

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction

RoNTA

 return on consolidated net tangible assets

Rothschild

N M Rothschild & Sons Limited

SAYE

the Amlin plc Savings Related Share Option Plan 2008

Scheme or Scheme of Arrangement

the scheme of arrangement under Part 26 of the Companies Act proposed to be entered into between Amlin and the Scheme Shareholders to be described in the Scheme Document, the principal terms of which are set out in this Announcement (with or subject to any modification, addition or condition which Amlin and MSI may agree and, if required, the Court may approve or impose)

Scheme Document

the document to be dispatched to Amlin Shareholders containing the terms and conditions of the Scheme, the notices convening the Court Meeting and the General Meeting and the particulars required by section 897 of the Companies Act

Scheme Record Time

the time and date specified in the Scheme Document, by reference to which  entitlement to vote at the Court Meeting shall be determined, expected to be 6.00 pm on the Business Day immediately prior to the date of the Court Hearing

Scheme Shareholders

holders of Scheme Shares

Scheme Shares

shall mean:

(i)    Amlin Shares in issue at the date of the Scheme Document;

(ii)    any Amlin Shares issued after the date of the Scheme Document and prior to the Voting Record Time; and

(iii)   any Amlin Shares issued at or after the Voting Record Time but at or prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme,

in each case, save for any Amlin Shares legally or beneficially held by any member of the MSI Group

SIP

the Amlin plc Share Incentive Plan

subsidiary undertaking, associated undertaking and undertaking

shall have the meanings given by the Companies Act

 

Takeover Panel or Panel

the U.K. Panel on Takeovers and Mergers

 

Third Party

a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, professional, environmental or investigative body or authority (including any anti-trust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other body or person whatsoever in any relevant jurisdiction

 

Treasury or Treasury Shares

Amlin Shares held as treasury shares as provided for in section 724 of the Companies Act

 

U.K., UK or United Kingdom

the United Kingdom of Great Britain and Northern Ireland

 

UK Listing Authority or UKLA

the FCA acting in its capacity as the competent authority for listing under Part VI of FSMA

 

U.S., US or United States

the United States of America, its possessions and territories, all areas subject to its jurisdiction or any subdivision thereof, any State of the United States and the District of Columbia

 

Voting Record Time

6.00 pm on the day prior to the day immediately before the Court Meeting

 

Wider Amlin Group

Amlin and its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which Amlin and/or such undertakings (aggregating their interests) have a direct or indirect interest in 10% or more of the voting rights or equity share capital (as defined in the Companies Act) or the equivalent

 

Wider MSI Group

MSI and its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which MSI and/or such undertakings (aggregating their interests) have a direct or indirect interest in 10% or more of the voting rights or equity share capital (as defined in the Companies Act) or the equivalent

 

£ or pounds sterling

pounds sterling, the lawful currency of the United Kingdom

 

¥ or Yen

yen, the lawful currency of Japan

 

 

All times referred to in this Announcement are to London time unless otherwise stated.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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