REG - Zurich Insurance Grp Beazley PLC - Joint Statement Regarding Possible Offer

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RNS Number : 6759R  Zurich Insurance Group Ltd  04 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, 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 OF A POSSIBLE OFFER 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

4 February 2026

Zurich Insurance Group ("Zurich")

Beazley plc ("Beazley")

Joint Statement Regarding Possible Offer

Zurich and Beazley confirm that they have 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 Beazley by Zurich (the
"Proposal").

Under the terms of the Proposal, Beazley shareholders would be entitled to
receive a total value of up to 1,335 pence per Beazley share. This comprises
an offer price of 1,310 pence in cash, and Beazley paying its shareholders
permitted dividend(s) in respect of the year ended 31 December 2025 of up to
25 pence prior to completion (the "Permitted Dividend").

The offer price (excluding the Permitted Dividend) represents a premium of:

·      59.8% to Beazley's closing share price of 820 pence on 16 January
2026, being the last business day prior to the offer period;

·      59.4% to Beazley's volume weighted average share price of 822
pence for the 30-day period ended on 16 January 2026, being the last business
day prior to the offer period;

·      34.6% to Beazley's all-time high share price, prior to the offer
period, of 973 pence on 6 June 2025.

Beazley notes that if the Permitted Dividend is declared and paid in full
Beazley shareholders would receive, in aggregate, approximately £8.0 billion,
which is 62.8% higher than Beazley's market capitalisation as implied by
Beazley's closing share price of 820 pence on 16 January 2026.

The transaction would combine two highly complementary businesses and would
establish a leading, global specialty platform with ~$15 billion of gross
written premiums, based in the UK which would also leverage Beazley's Lloyd's
of London presence.

Beazley Board's View on the Proposal

The Board of Beazley has carefully considered the Proposal, together with its
advisers. The Board has concluded that the financial terms of the Proposal are
at a level that it would be minded to recommend to Beazley shareholders should
a firm intention to make an offer pursuant to Rule 2.7 of the Code be
announced on these financial terms, and subject to the satisfactory resolution
and agreement of the other terms of the offer and definitive transaction
documentation.

Next Steps

Zurich looks forward to commencing its confirmatory due diligence on Beazley
and working with Beazley towards a binding offer announcement.

The announcement of any firm offer under Rule 2.7 of the Code in respect of
the possible offer for Beazley is subject to the satisfaction or waiver of a
number of customary pre-conditions, including the completion of confirmatory
due diligence to the satisfaction of Zurich. For the purposes of Rule
2.5(a)(i) of the Code, this announcement has been made with the consent of
Zurich. Zurich reserves the right to waive any pre-conditions to announcing an
intention to make a firm offer pursuant to Rule 2.7 of the Code. The
acquisition would be subject to customary conditions and terms to be set out
in the firm offer announcement under Rule 2.7 of the Code.

Notices under the UK Takeover Code

There can be no certainty that any firm offer will be made, even if the
pre-conditions referred to above are satisfied or waived.

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, 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 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 only be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the Code, Zurich reserves the right to
introduce other forms of consideration and/or vary the mix or composition of
consideration of its offer. Zurich also reserves the right to announce an
offer for Beazley on less favourable terms than those set out in this
announcement: (i) with the agreement or recommendation of the Board of
Beazley; (ii) if a third party announces a firm intention to make an offer for
Beazley which, at that date, is on less favourable terms than those set out in
this announcement; or (iii) following the announcement by Beazley of a Rule 9
waiver transaction pursuant to the Code or a reverse takeover (as defined in
the Code). Zurich reserves the right to reduce its offer by the amount of any
dividend or other distribution or return of capital which is announced,
declared, made or paid by Beazley after the date of this announcement (other
than the Permitted Dividend).

A further announcement will be made in due course.

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

 

Contact

Zurich Insurance Group

Mythenquai 2, 8002 Zürich, Switzerland

www.zurich.com (http://www.zurich.com)

SIX Swiss Exchange/SMI: ZURN

Valor: 001107539

Media Relations

Phone +41 44 625 21 00

media@zurich.com (mailto:media@zurich.com)

Investor Relations

Find all contact details at
https://www.zurich.com/investor-relations/investor-relations-contact
(https://www.zurich.com/investor-relations/investor-relations-contact)

investor.relations@zurich.com (mailto:investor.relations@zurich.com)

Brunswick Group

Susan Gilchrist, Nick Cosgrove, Freya Semken

Phone +44 (0) 207 4045959

 

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

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

 

About Zurich

Zurich Insurance Group (Zurich) is a leading global multi-line insurer founded
more than 150 years ago, which has grown into a business serving more than 75
million customers in more than 200 countries and territories, while delivering
industry-leading total shareholder returns.

Reflecting its purpose to 'create a brighter future together', Zurich offers
protection services that go beyond traditional insurance, to support its
customers in building resilience. Since 2020, the Zurich Forest project
supports reforestation and biodiversity restoration in Brazil's Atlantic
Forest.

The Group has more than 63,000 employees and is headquartered in Zurich,
Switzerland. Zurich Insurance Group Ltd (ZURN) is listed on the SIX Swiss
Exchange and has a level I American Depositary Receipt (ZURVY) program, which
is traded over-the-counter on OTCQX. Further information is available at
www.zurich.com (http://www.zurich.com) .

Notes to editors

Zurich has a strong UK presence with over 4,500 employees located in offices
spread across 14 cities and regional towns. Across these locations, Zurich
offers a range of services including underwriting, claims adjustment, risk
advisory, policy administration and investment management to individuals,
corporates, charities and communities. Zurich invests in UK assets to match
its assets to its long-term insurance and pension liabilities, with
investments spanning across infrastructure, real estate and bonds.

About Beazley

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.

 

Important notices

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation, or the
solicitation of an offer or invitation, to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to a
potential transaction or otherwise.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, Beazley confirms that, as at
close of business on 2 February 2026, it had in issue 599,509,906 ordinary
shares of 5 pence each. The International Securities Identification Number
(ISIN) for the shares is GB00BYQ0JC66. There are no shares held in treasury.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (in English) (subject to certain restrictions relating to persons
resident in restricted jurisdictions) on Beazley's website at
www.Beazley.com/en-GB/investor-relations/possible-offer-for-Beazley/
(http://www.Beazley.com/en-GB/investor-relations/possible-offer-for-Beazley/)
and Zurich's website at www.zurich.com/PotentialBeazleyOffer
(http://www.zurich.com/PotentialBeazleyOffer) by no later than 12 noon (London
time) on the business day following the date of this announcement. For the
avoidance of doubt, the content of the websites referred to in this
announcement is not incorporated into and does not form part of this
announcement.

Rule 2.4 information

As of the date of this announcement, Zurich holds an interest in 8,866,051
ordinary shares of Beazley, representing approximately 1.479 per cent. of
Beazley's issued ordinary share capital. Pursuant to Rule 2.4(c)(iii) of the
Code, if Zurich were to make an offer, under Rule 6 of the Code Zurich would
be required to make an offer at no less than 941 pence per share.

Forward-looking statements

This announcement (including any information incorporated by reference in this
announcement) contains statements that are or may be deemed to be forward
looking statements. Without limitation, any statements preceded or followed by
or that include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, may be forward looking
statements. These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results and are
based on certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward-looking
statements. Due to such uncertainties and risks, readers should not rely on
such forward-looking statements, which speak only as of the date of this
announcement. Zurich and Beazley disclaim any obligation or responsibility to
update publicly or review any forward looking or other statements contained in
this announcement, except as required by applicable law.

Sources and bases of information

In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:

·      Historical share price and volume-weighted average price data
derived from Bloomberg;

·      The valuation of the entire issued share capital of Beazley
represented by the Proposal of approximately £8.0 billion has been calculated
by multiplying the total offer value of 1,335 pence per share, assuming the
Permitted Dividend is declared and paid in full, by 599,509,906 being the
number of Beazley ordinary shares in issue as at 2 February 2026; and

·      Certain figures in this announcement have been subject to
rounding adjustments.

 

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(s), 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.

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