REG - Beazley PLC Zurich Insurance Grp - Extension of PUSU deadline

BeazleyAnnouncement

16/02/2026 07:00

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RNS Number : 0297T  Beazley PLC  16 February 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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

16 February 2026

Beazley plc

Extension of PUSU deadline

On 4 February 2026, the Boards of Beazley plc ("Beazley" or the "Company") and
Zurich Insurance Group ("Zurich") released a joint statement confirming that
they had reached agreement in principle on the key financial terms of a
possible recommended cash offer for the entire issued and to be issued
ordinary share capital of the Company (the "Joint Statement").

The Joint Statement noted that 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 (the "PUSU Deadline") either to announce a firm intention to make an
offer for Beazley in accordance with Rule 2.7 of the Code or to announce that
it does not intend to make such an offer, in which case the announcement will
be treated as a statement to which Rule 2.8 of the Code applies.

As anticipated in the Joint Statement, Zurich has commenced a period of
confirmatory due diligence and, with the support of the Board and management
of Beazley, that process is progressing as planned.  The parties are
simultaneously discussing the detailed terms of the transaction and
progressing definitive transaction documentation. Accordingly, the Board of
Beazley has requested, and the Takeover Panel has consented to, an extension
of the PUSU Deadline.

Consequently, in accordance with Rule 2.6(a) of the Code, Zurich is now
required by no later than 5.00 p.m. (London time) on 4 March 2026 to either
announce a firm intention to make an offer for Beazley in accordance with Rule
2.7 of the Code or announce that it does not intend to make such 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.

There can be no certainty that any firm offer will be made for the Company.

A further announcement will be made as and when appropriate.

Beazley remains in an 'offer period' in accordance with the rules of the Code
and the attention of Beazley shareholders is drawn to the continuing
disclosure requirements of Rule 8 of the Code, which are summarised below.

The person responsible for arranging the release of this announcement on
behalf of Beazley is Mark Stevens, Company Secretary.

 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

 Evercore (Financial Adviser to Beazley)    Tel: +44 (0) 20 7653 6000
 Nick Chapman
 Neil Bhadra
 Ed Banks

 MHP (Public Relations Adviser to Beazley)
 Nathan Hambrook-Skinner                    Tel: +44 (0) 749 5963669
 James McFarlane                            Tel: +44 (0) 758 4142665

Freshfields LLP is acting as legal adviser to the Company.
Disclaimers

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.

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA in the UK, is acting exclusively as financial adviser to
Beazley and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than Beazley for
providing the protections afforded to clients of Evercore nor for providing
advice in connection with the matters 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, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by the Financial
Services and Markets Act 2000, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Evercore nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this announcement,
and no representation, express or implied, is made by it, or purported to be
made on its behalf, in relation to the contents of this announcement,
including its accuracy, completeness or verification of any other statement
made or purported to be made by it, or on its behalf, in connection with
Beazley or the matters described in this document. To the fullest extent
permitted by applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise have in
respect of this announcement, or any statement contained herein.

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/en-GB/investor-relations/possible-offer-for-beazley/
(http://www.beazley.com/en-GB/investor-relations/possible-offer-for-beazley/)
, 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 $6,164.1 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 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 for specialty risks 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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