Invitation for offers to sell securities for cash
Beazley plc
Dublin, 17 October 2012
BEAZLEY GROUP LIMITED ANNOUNCES AN INVITATION FOR OFFERS TO SELL SECURITIES FOR CASH
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE TENDER OFFER IS SUBJECT TO RESTRICTIONS IN CERTAIN JURISDICTIONS, AS MORE FULLY DESCRIBED IN THE TENDER OFFER MEMORANDUM
Beazley Group Limited (the "Issuer") hereby announces an invitation to holders (subject to the offer and distribution restrictions set out below) of its outstanding £150,000,000 Fixed/Floating Rate Subordinated Notes due 2026 (the "Notes") to submit offers to sell ("Offers to Sell") their Notes to the Issuer for cash (the "Tender Offer").
The Tender Offer is made on the terms and subject to the conditions contained in the tender offer memorandum dated 17 October 2012 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement have the same meanings ascribed to them in the Tender Offer Memorandum. The purpose of the Tender Offer is to utilise excess liquidity to reduce the Issuer's long-term debt obligations by tendering for a portion of the Notes at a discount to par, whilst also reducing its interest expense. The Issuer proposes to accept for purchase Notes up to a maximum aggregate principal amount of £25,000,000 (the "Maximum Acceptance Amount") on the terms and subject to the conditions contained in the Tender Offer Memorandum.
The price payable by the Issuer for Notes validly tendered and accepted for purchase pursuant to the Tender Offer (the "Purchase Price") will be calculated in accordance with the Modified Dutch Auction Procedure described in the Tender Offer Memorandum at or around the Results Announcement Time (as defined herein) expressed as a percentage and rounded to the nearest £0.01 (with half a penny rounded upwards). The Purchase Price will be no less than the Minimum Purchase Price. The Issuer will also pay an amount equal to accrued and unpaid interest on the relevant Notes accepted for purchase from, and including, the immediately preceding interest payment date for the Notes up to, but excluding, the Settlement Date, which is expected to be no later than 29 October 2012. The Tender Offer will be funded by the Issuer's existing resources.
|
Notes/ISIN |
Amount Outstanding |
Maturity Date |
Minimum Purchase Price |
Maximum Acceptance Amount |
|
£150,000,000 Fixed/Floating Rate Subordinated Notes due 2026 (XS0270707283) |
£119,993,000 |
The interest payment date falling on or nearest to 17 October 2026 |
92 per cent. |
£25,000,000 |
Modified Dutch Auction Procedure
The Issuer will accept Offers to Sell in the following order: (i) all validly submitted Non-Competitive Offers will be accepted first, subject to possible pro-ration, (ii) all validly submitted Competitive Offers that specify Offer Prices lower than the applicable Purchase Price will be accepted second; and (iii) all validly submitted Competitive Offers that specify Offer Prices equal to the applicable Purchase Price will be accepted third, subject to possible pro-ration. Holders of Notes whose Offers to Sell are accepted by the Issuer will receive the Purchase Price of the Notes, together with Accrued Interest, even if they made a Non-Competitive Offer or an Offer to Sell specifying a price lower than the Purchase Price.
In the event that the aggregate principal amount of Offers to Sell which specify a price which is at or below the applicable Purchase Price is greater than the Maximum Acceptance Amount, Offers to Sell may be accepted on a pro rata basis, as described in the Tender Offer Memorandum.
The Issuer reserves the right, in its sole and absolute discretion, not to accept any Offers to Sell, not to purchase Notes or to extend, terminate, withdraw or modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, purchasing more than the Maximum Acceptance Amount, subject to applicable laws and regulations).
Participating in the Tender Offer
To tender Notes pursuant to the Tender Offer, a holder should deliver, or arrange to have delivered on its behalf, through the relevant clearing system and in accordance with the requirements of such clearing system, a valid tender instruction that is received by the Tender Agent by the Expiration Time.
Holders of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary must receiveinstructions to participate in the Tender Offer before the deadlines specified in the timeline below.
Expected Transaction Timeline
|
Events/Dates |
|
Times and Dates |
|
Commencement of the Tender Offer |
|
17 October 2012 |
|
Tender Offer announced through the Clearing Systems and publication of the launch announcement on a Notifying News Service and published through RNS. |
|
|
|
Tender Offer Memorandum available from the Tender Agent. |
|
|
|
Beginning of Tender Offer Period. |
|
|
|
Expiration Time |
|
5.00 p.m. London time on 24 October 2012 |
|
Deadline for receipt of Electronic Offer Instructions. |
|
|
|
End of Tender Offer Period. |
|
|
|
Results Announcement Time |
|
No later than one Business Day following the Expiration Time |
|
Announcement of whether the Issuer will accept valid tenders of Notes pursuant to the Tender Offer and, if so accepted, (i) the Purchase Price, (ii) the Tender Consideration and (iii) the aggregate principal amount of Notes accepted for purchase pursuant to the Tender Offer and the pro-ration factor (if applicable), distributed via the Clearing Systems and published by way of announcement on a Notifying News Service and published through RNS. |
|
|
|
Settlement Date |
|
29 October 2012 |
|
Settlement date of the Tender Offer and payment of Tender Consideration in respect of Notes accepted for purchase. |
|
|
For further information:
A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:
The Dealer Manager:
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP125
United Kingdom
Tel: +44 207 134 2468 / +44 207 134 3437
Attention: FIG Syndicate / Liability Management
Email: FIG_Syndicate@jpmorgan.com / emea_lm@jpmorgan.com
The Tender Agent:
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 20 7704 0880
Attention: Thomas Choquet / Victor Parzyjagla
Email: beazley@lucid-is.com
A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.
The Dealer Manager does not take responsibility for the contents of this announcement and none of the Issuer, the Dealer Manager, the Tender Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether holders of Notes should tender Notes in the Tender Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire any Notes is being made pursuant to this notice. Any such invitation is only being made in the Tender Offer Memorandum and any such acquisition or acceptance of Notes should be made solely on the basis of information contained in the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information, which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Jurisdictional Restrictions:
This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by each of the Issuer, the Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions.
United States
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the United States Securities Act of 1933 (as amended). Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offers to sell made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each Noteholder participating in the Tender Offer will represent that it is not located in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum by the Issuer and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Republic of Italy
None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (the "CONSOB") pursuant to Italian laws and regulations, and therefore the Tender Offer may only be made or promoted, directly or indirectly, in or into the Republic of Italy pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of the Italian Legislative Decree no. 58 of 24 February 1998, as amended (the "Financial Services Act"). Accordingly, the Tender Offer is not addressed to, and none of this announcement, the Tender Offer Memorandum nor any other documents, materials or information relating, directly or indirectly, to the Tender Offer can be distributed or otherwise made available (either directly or indirectly) to any person in Italy other than:
(i) to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the "Consob Regulation") acting on their own account; or
(ii) in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the Consob Regulation.
Belgium
None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and none of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. Neither the announcement nor the Tender Offer Memorandum has been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
General
This announcement and the Tender Offer Memorandum do not constitute an offer to buy or a solicitation of an offer to sell the Notes, and Offers to Sell will not be accepted from Noteholders, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer and in which the Dealer Manager or any of their affiliates are so licensed, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliates on behalf of the Issuer.
In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum under the heading "Procedures for Participating in the Tender Offer". Any Offer to Sell pursuant to the Tender Offer from a Noteholder that is unable to make these representations may be rejected. Each of the Issuer, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any Offer to Sell pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender may be rejected.
For further information, please contact:
Beazley plc
Sian Coope
+353 (0)1 854 4700
Note to editors:
Beazley plc (BEZ.L), is the parent company of specialist insurance businesses with operations in Europe, the US, Asia and Australia. Beazley manages five Lloyd's syndicates and, in 2011, underwrote gross premiums worldwide of $1,712.5 million. All Lloyd's syndicates are rated A by A.M. Best.
Beazley's underwriters in the United States focus on writing a range of specialist insurance products. In the admitted market, coverage is provided by Beazley Insurance Company, Inc., an A.M. Best A rated carrier licensed in all 50 states. In the surplus lines market, coverage is provided by the Beazley syndicates at Lloyd's.
Beazley is a market leader in many of its chosen lines, which include professional indemnity, property, marine, reinsurance, accident and life, and political risks and contingency business.
For more information please go to: www.beazley.com
This information is provided by RNS
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