REG - Beazley PLC - Beazley plc - PrimaryBid retail offer

BeazleyAnnouncement

15/11/2022 17:00

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RNS Number : 5112G  Beazley PLC  15 November 2022

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BEAZLEY PLC.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

NO OFFERING DOCUMENT OR PROSPECTUS WILL BE MADE AVAILABLE IN ANY JURISDICTION
IN CONNECTION WITH THE MATTERS CONTAINED OR REFERRED TO IN THIS ANNOUNCEMENT
OR THE PLACING AND NO SUCH OFFERING DOCUMENT OR PROSPECTUS IS REQUIRED (IN
ACCORDANCE WITH THE REGULATION (EU) 2017/1129 OR THE UK VERSION OF REGULATION
(EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) TO BE PUBLISHED.

 

 

 

15 November 2022

 

Beazley Plc

(the "Company" or the "Group")

PrimaryBid Retail Offer

·   Beazley plc announces a Retail Offer via PrimaryBid;

·   The price will be determined at the close of the bookbuild;

·   The Retail Offer is available to existing shareholders and new
investors;

·   Investors can access the Retail Offer through the PrimaryBid mobile app
and through PrimaryBid's extensive partner network of investment platforms,
retail brokers and wealth managers, subject to their participation;

·   Subscriptions through PrimaryBid's partner network can be made from
ISAs or SIPPs, as well as General Investment Accounts (GIAs);

·   The issue price for the Retail Shares will be equal to the Placing
Price;

·   There is a minimum subscription of £500 per investor in the Retail
Offer;

·   No commission is charged by PrimaryBid on applications to the Retail
Offer.

Retail Offer

Beazley plc (LON: BEZ.L), is pleased to announce, a conditional offer for
subscription via PrimaryBid (the "Retail Offer") of new Ordinary Shares of 5
pence each in the Company ("Retail Shares").  The Company is also conducting
a placing of new Ordinary Shares (the "Placing Shares") by way of an
accelerated bookbuild process (the "Placing") as announced earlier today. The
price at which the Placing Shares are to be placed (the "Placing Price") will
be determined at the close of the bookbuilding process. In addition, certain
directors of the Company intend to subscribe for new ordinary shares in the
capital of the Company alongside the Placing (the "Subscription", together
with the Placing and the Retail Offer, the "Fundraise").

The issue price for the Retail Shares, as well as for the shares in the
Subscription, will be equal to the Placing Price.

The Fundraise is conditional on the new Ordinary Shares to be issued pursuant
to the Fundraise being admitted to the premium listing segment of the Official
List of the Financial Conduct Authority and admitted to trading on the main
market for listed securities of London Stock Exchange plc
("Admission"). Admission is expected to be take place at 8.00 a.m. on 18
November 2022. The Retail Offer will not be completed without the Placing also
being completed.

The Company will use the funds raised to provide growth capital to fund
underwriting opportunities and enable a well-balanced capital structure to be
maintained.

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost, time to completion and use of management time, the
Company values its retail investor base and is therefore pleased to provide
private and other investors the opportunity to participate in the Retail Offer
in line with the Pre-Emption Group guidelines. Existing shareholders and new
investors can access the Retail Offer through the PrimaryBid mobile app and
through PrimaryBid's extensive partner network of investment platforms, retail
brokers and wealth managers, subject to their participation. The PrimaryBid
mobile app is available on the Apple App Store and Google Play. After
consideration of the various options available to it, the Company believes
that the separate Retail Offer, which will give retail investors the
opportunity to participate in the Company's equity fundraising alongside the
Placing, is in the best interest of shareholders, as well as wider
stakeholders in the Company. Investors wishing to subscribe to the Retail
Offer using their ISAs, SIPP or GIA should contact their investment platform,
retail broker or wealth manager. PrimaryBid does not charge investors any
commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and
future PrimaryBid transactions, should contact partners@primarybid.com.

The Retail Offer will be open to individual and institutional investors
following the release of this announcement. The Retail Offer is expected to
close at the same time as the Placing. The Retail Offer may close early if it
is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the
Retail Offer made through PrimaryBid.  It is vital to note that once an
application for new Ordinary Shares has been made and accepted via PrimaryBid,
an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the Retail Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)  or
email PrimaryBid at enquiries@primarybid.com.

The new Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the existing ordinary shares of the Company.

 Beazley plc               +44 (0) 207 674 7484

 Sam Whiteley               samantha.whiteley@beazley.com

 PrimaryBid Limited        enquiries@primarybid.com

 Nick Smith / James Deal

Details of the Retail Offer

The Company highly values its retail investor base and the Company believes
that it is appropriate to provide retail and other interested investors the
opportunity to participate through the Retail Offer. The Company is therefore
making the Retail Offer available exclusively through the PrimaryBid mobile
app.

The Retail Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or for approval
of the same by the Financial Conduct Authority in its capacity as the UK
Listing Authority. The Retail Offer is not being made into any jurisdiction
outside of the United Kingdom.

There is a minimum subscription of £500 per investor under the terms of the
Retail Offer which is open to existing shareholders and other investors
subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the Retail Offer is made, including the procedure for application and
payment for new Ordinary Shares, is available to all persons who register with
PrimaryBid.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com (http://www.PrimaryBid.com) and the
PrimaryBid mobile app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

This Announcement is not for publication, release or distribution, in whole or
in part, directly or indirectly, in or into the United States of America,
Australia, Canada, Japan or South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This Announcement is
for information purposes only and does not constitute an offer to sell or
issue, or the solicitation of an offer to buy, acquire or subscribe for shares
in the capital of the Company in the United States, Australia, Canada, Japan
or South Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is unlawful to make
such offer or solicitation. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions. This
Announcement is not an offer of securities for sale into the United States.
The Retail Shares referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933 (the "Securities Act") , as amended, or
with any securities regulatory authority of any state or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States, except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. No
public offering of securities is being made in the United States.

 

END

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