Court Sanction of Scheme of Arrangement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
28 January 2016
Recommended Cash Offer
for
Amlin plc
(incorporated and registered in England and Wales with registered number 02854310)
by
Mitsui Sumitomo Insurance Company, Limited
(incorporated in Japan)
a wholly owned subsidiary of MS&AD Insurance Group Holdings, Inc.
(incorporated in Japan)
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 8 September 2015, the Boards of Directors of Amlin plc ("Amlin") and Mitsui Sumitomo Insurance Company, Limited ("MSI"), a wholly owned subsidiary of MS&AD Insurance Group Holdings, Inc., announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Amlin by MSI, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Scheme was sent by Amlin to Scheme Shareholders on 5 October 2015 (the "Scheme Document").
Amlin and MSI are pleased to announce that the High Court of Justice has, today, made an order sanctioning the Scheme under section 899 of the Companies Act 2006 (the "Court Order").
There has been no change to the expected timetable for the transaction announced by Amlin on 21 January 2016.
It is expected that dealings in Scheme Shares will be suspended with effect from 5.00 p.m. (London time) on 29 January 2016, that the Scheme will become effective upon delivery of the Court Order to the Registrar of Companies, which is expected to take place on 1 February 2016, and that the cancellation of both the listing of Scheme Shares on the Official List and of the admission to trading of Scheme Shares on the London Stock Exchange are expected to take place by no later than 8.00 a.m. (London time) on 2 February 2016.
The last day of dealing in, and registration of transfers of Scheme Shares will be 29 January 2016.
Other
Note that terms defined in the Scheme Document shall have the same respective meanings when used in this announcement unless otherwise defined herein.
Enquiries
|
MSI |
Amlin |
|
|
|
Masato Naito |
Tel: +81 3 3259 1347 |
Charles Philipps
|
Tel: +44 20 7746 1961 |
|
Goldman Sachs |
Evercore |
||
|
Mark Sorrell
|
Tel: +44 20 7774 1000
Tel: +81 3 6437 6000 |
Matthew Lindsey-Clark
|
Tel: +44 20 7653 6000 |
|
|
|
Rothschild |
|
|
|
|
Jonathan Eddis |
Tel: +44 20 7280 5000 |
|
Nomura |
Morgan Stanley |
||
|
Andrew McNaught |
Tel: +44 20 7102 1000 |
Paul Baker |
Tel: +44 20 7425 8000 |
|
Brunswick |
Numis |
||
|
Andrew Garfield |
Tel: +44 20 7404 5959 |
Oliver Hemsley |
Tel: +44 20 7260 1000 |
|
|
|
FTI |
|
|
|
|
John Waples |
Tel: +44 20 3727 1515 |
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.
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 29 January 2016.
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. 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.
This information is provided by RNS
Latest directors dealings
- 2 days ago City of London Investment Group
- 2 days ago Aberdeen Group plc
- 2 days ago NATWEST GROUP
- 2 days ago Ondo Insurtech
- 2 days ago Banco Santander S.A.