REG - Beazley PLC - Possible offer by Zurich Insurance Group

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RNS Number : 4813P  Beazley PLC  19 January 2026

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 OR REGULATIONS OF SUCH JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND

MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

 

FOR IMMEDIATE RELEASE

 

19 January 2026

Beazley plc

Response to possible offer announcement by Zurich

The Board of Beazley plc ("Beazley" or the "Company") notes the recent
announcement made by Zurich Insurance Group ("Zurich") regarding a possible
offer for the Company.

Beazley confirms that on 4 January 2026, it received an unsolicited,
non-binding indicative and conditional cash proposal from Zurich to acquire
the entire issued and to be issued share capital of the Company (the
"Proposal"). As set out in the Zurich announcement, the terms of the Proposal
comprised 1,230 pence per share in cash, which the Board of Beazley
unanimously rejected on the basis that it significantly undervalued the
Company.

The Board has not yet had the chance to consider Zurich's improved proposal of
1,280 pence per share, received on 19 January 2026.

We will update shareholders in due course. In the meantime, Beazley
shareholders are urged to take no action.

This announcement has been made by Beazley without the consent of Zurich.

In accordance with Rule 2.6(a) of the Code, Zurich is required, by no later
than 5.00 p.m. (London time) on 16 February 2026, being 28 days after the date
of this announcement, to either announce a firm intention to make an offer for
the Company in accordance with Rule 2.7 of the Code or announce that it does
not intend to make an offer, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This deadline can be
extended with the consent of the Takeover Panel in accordance with Rule 2.6(c)
of the Code.

 Enquiries:

 Beazley plc
 Sarah Booth (Investors and analysts)                                Tel: +44 (0) 207 6747582
 Sam Whiteley (Media)                                                Tel: +44 (0) 207 6747484

 J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to     Tel: +44 (0) 20 3493 8000
 Beazley)
 Conor Hillery
 Claire Brooksby
 James Robinson
 Ben Stoop

 Barclays (Financial Adviser and Corporate Broker to Beazley)        Tel: +44 (0) 20 7623 2323
 Ed Skilton
 Adrian Beidas
 Neal West
 Joe Sumner
 Anusuya Nayar

Disclaimer

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA").
J.P. Morgan Cazenove is acting as financial adviser exclusively for Beazley
and no one else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to the matters
in this announcement and will not be responsible to anyone other than Beazley
for providing the protections afforded to clients of J.P. Morgan Cazenove or
its affiliates, nor for providing advice in relation to any matter referred to
herein.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively for Beazley and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than Beazley for providing the protections afforded to clients of
Barclays nor for providing advice in relation to any matter referred to in
this announcement.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.beazley.com, by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

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) of the Code 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, save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).

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.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in Beazley and Zurich securities on the London
Stock Exchange. These purchases and activities by exempt principal traders
which are required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.

Further information

This announcement is not intended to and does not constitute an offer to buy
or the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction. The release, publication or distribution of this
announcement in whole or in part, directly or indirectly, in, into or from
certain jurisdictions may be restricted by law and therefore persons in such
jurisdictions should inform themselves about and observe such restrictions.

Note to editors:

Beazley plc (BEZ.L), is the parent company of specialist insurance businesses
with operations in Europe, North America, Latin America, and Asia. Beazley
manages seven Lloyd's syndicates and, in 2024, underwrote gross premiums
worldwide of $6,164.1million. 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 and its subsidiary, Beazley America Insurance Company, Inc. In the
surplus lines market, coverage is provided by the Beazley syndicates at
Lloyd's, and from 1 January 2024, also from Beazley Excess and Surplus
Insurance, Inc.

Beazley's European insurance company, Beazley Insurance dac, is regulated by
the Central Bank of Ireland and is A rated by A.M. Best and A+ by Fitch.

Beazley is a market leader in many of its chosen lines, which include
Professional Indemnity, Cyber Liability, Property, Marine, Reinsurance,
Accident and Life, and Political Risks and Contingency business.

For more information please go to: www.beazley.com (http://www.beazley.com/)

 

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