REG - Jigsaw Insurance - Offer Update

Stifel FinancialAnnouncement

15/02/2023 08:15

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RNS Number : 9332P  Jigsaw Insurance Services PLC  15 February 2023

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION

 

 

FOR IMMEDIATE RELEASE

 

15 February 2023

 

 

RECOMMENDED CASH OFFER

 

for

 

JIGSAW INSURANCE SERVICES PLC

 

by

 

PIB GROUP LIMITED

 

FCA APPROVAL OBTAINED AND OFFER DECLARED WHOLLY UNCONDITIONAL

 

 

Introduction

 

On 21 November 2022, PIB Group Limited ("PIB") announced the terms of a
recommended cash offer for the entire issued and to be issued share capital of
Jigsaw Insurance Services PLC ("Jigsaw").

 

The full terms of, and conditions to, the Offer and the procedures for
acceptance were set out in the offer document dated 21 November 2022 (the
"Offer Document").

 

Unless otherwise stated, capitalised terms used in this announcement have the
same meanings as given to them in the Offer Document.

 

FCA approval

 

PIB is pleased to announce that the FCA yesterday granted approval for the
acquisition of Jigsaw by PIB.

 

Offer unconditional

 

PIB is pleased to announce that, as at 5.00 p.m. on 13 February 2023, valid
acceptances of the Offer had been received in respect of 10,092,174 Jigsaw
Shares, representing approximately 97.2 per cent of the existing issued share
capital of Jigsaw.

 

So far as PIB is aware, none of these acceptances have been received from
persons acting in concert with PIB.

This total includes acceptances received in respect of 6,179,111 Jigsaw Shares
(representing approximately 60.11 per cent. of the issued share capital of
Jigsaw on 28 November 2022) which were subject to irrevocable commitments
procured by PIB.

 

With valid acceptances of the Offer having been received in respect of
10,092,174 Jigsaw Shares (representing 97.2 per cent of the existing issued
share capital of Jigsaw), and the approval by the FCA of the Acquisition
having been obtained, PIB has waived all other conditions to the Offer.  This
means that the Offer has become unconditional in all respects. In accordance
with the terms of the Offer, withdrawal rights have now ceased to be
exercisable.

 

The Offer will remain open for acceptance until further notice (with 14 days'
notice being given in advance of closure of the Offer). Jigsaw Shareholders
who have not yet accepted the Offer are urged to do so as soon as possible in
accordance with the procedure set out below.

 

Procedure for acceptance of the Offer

 

The procedure for acceptance of the Offer is set out in paragraph 11 of the
letter from the Buyer in Part II of the Offer Document on pages 21 and 22 and
in the Form of Acceptance. To accept the Offer in respect of Jigsaw Shares,
the Form of Acceptance must be completed, signed and returned by post to
Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD
or by hand, during business hours only, to Neville Registrars Limited, as soon
as possible.

 

Subject to certain restrictions relating to persons resident in a Restricted
Jurisdiction, the Offer Document is available on Jigsaw's website at
https://jigsawinsurance.com/, up to and including the end of the Offer Period.
For the avoidance of doubt, the contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement. Further hard copies of the Offer Document and the Form of
Acceptance may also be obtained by contacting Paul Barrett at Jigsaw by email
to paul.barrett@jigsawinsurance.com or 01423 535 791.

 

If you require assistance in completing your Form of Acceptance (or wish to
obtain an additional Form of Acceptance), please contact Neville Registrars
Limited on +44 (0) 121 585 1131 between 9.00 a.m. and 5.00 p.m. (London time)
Monday to Friday. Calls may be recorded and randomly monitored for security
and training purposes. The helpline cannot provide advice on the merits of the
Offer nor give any financial, legal or tax advice.

 

Settlement of Consideration

 

Settlement of the cash consideration to which any Jigsaw Shareholder is
entitled in respect of the Base Consideration payable under the Offer will be
effected (i) in the case of acceptances received, valid and complete in all
respects, by 5.00 p.m. on 13 February 2023, within 14 days of such date; or
(ii) in the case of acceptances received, valid and complete in all respects,
after such date and on or prior to the Last Date for Acceptances, within 14
days of such receipt.  Any Additional Consideration payable under the Offer
will be calculated and paid in accordance with Part V of the Offer Document.

 

Interests in securities

 

Save as disclosed in this announcement and in the Offer Document, as at the
close of business on 13 February 2023 (being the latest practicable time and
date prior to the date of this announcement), neither the Buyer nor any of the
directors of the Buyer nor, so far as the Buyer is aware, any other person
acting in concert with the Buyer had:

a)           an interest in, or right to subscribe for, relevant
securities of Jigsaw;

b)         any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, relevant securities of
Jigsaw;

c)           procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of Jigsaw; or

d)           borrowed or lent any Jigsaw Shares.

 

Compulsory acquisition and re-registration

 

Jigsaw Shareholders are reminded that as the Offer has become unconditional
and the Buyer has received acceptances under the Offer in respect of not less
than 90 per cent. of the Jigsaw Shares by nominal value and voting rights to
which the Offer relates and all of the other Conditions have been satisfied
or waived, the Buyer intends in due course to exercise its rights pursuant to
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any
outstanding Jigsaw Shares in respect of which the Offer has not been accepted.

 

The Buyer will also seek to re- register Jigsaw as a private limited company
pursuant to the Companies Act in due course.

 

General

 

This announcement should be read in conjunction with the full text of the
Offer Document.

 

The calculations in this announcement are based upon the existing issued
ordinary share capital of Jigsaw on 13 February 2023 being 10,383,050 ordinary
shares of £0.01 each in issue.

 

 

A copy of this announcement will be made available on Jigsaw's website at
https://jigsawinsurance.com/.

Enquiries:

Buyer

 Carl McMillan  020 3961 7618

 

Stifel Nicolaus Europe Limited (financial adviser to the Buyer)

 Nick Harland  020 7710 7600

Jigsaw

 Paul Barrett  01423 535 791

IMAS Corporate Finance LLP (Rule 3 adviser to Jigsaw)

 John Nisbet  020 7444 4399

Important Information

Stifel Nicolaus Europe Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
the Buyer as financial adviser and no one else in connection with the Offer
and other matters described in this announcement and will not be responsible
to anyone other than the Buyer for providing the protections afforded to
clients of Stifel Nicolaus Europe Limited or for providing advice in relation
to the Offer, the contents of this announcement or any other matters referred
to in this announcement.

IMAS Corporate Finance LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for Jigsaw
and no one else in connection with the Offer and other matters described in
this announcement, and will not be responsible to anyone other than Jigsaw for
providing the protections afforded to clients of IMAS Corporate Finance or for
providing advice in relation to the Offer, the contents of this announcement
or any other matters referred to in this announcement.

This announcement is for information purposes only.  It is not intended to
and does not constitute, or form part of, any offer or invitation or the
solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Offer or otherwise.  The
Offer is made solely by the Offer Document and Jigsaw Shareholders should
carefully read the Offer Document and the Form of Acceptance in its entirety
before making a decision with respect to the Offer.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United
Kingdom and the ability of Jigsaw Shareholders who are not resident in the
United Kingdom to participate in the Offer may be affected by the laws of
relevant jurisdictions.  Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or Jigsaw Shareholders who are
not resident in the United Kingdom will need to inform themselves about, and
observe, any applicable legal or regulatory requirements.  Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.  To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.

The Offer is not being, and will not be, made available, directly or
indirectly, in or into or by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any facility of a
national state or other securities exchange of, the United States (including
its territories and possessions) or any other Restricted Jurisdiction unless
conducted pursuant to an exemption from the applicable securities laws of the
United States or such other Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or from the
United States or any other Restricted Jurisdiction except pursuant to an
exemption from the applicable securities laws of such Restricted Jurisdiction,
and persons receiving this Offer (including, without limitation, agents,
nominees, custodians and trustees) must not distribute, send or mail it in,
into or from the United States or any other such jurisdiction.  Jigsaw
Shareholders in the United States will not be eligible to participate in the
Offer described in this announcement.  This announcement will not be
distributed or sent into the United States.  Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a contractual or
legal obligation, or may otherwise intend, to forward this announcement and/or
any other related document in, into or from a jurisdiction outside the United
Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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) Jigsaw and (ii) any securities exchange offeror(s).  An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30
p.m. 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 Jigsaw 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
per cent. or more of any class of relevant securities of Jigsaw or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of Jigsaw 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) Jigsaw and (ii) any securities exchange
offeror, save to the extent that these details have previously been disclosed
under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. 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 Jigsaw and by any offeror
and Dealing Disclosures must also be made by Jigsaw, 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 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. For further
information regarding disclosures pursuant to Rule 8, please see the section
"Code Dispensations" below.

Code Dispensations

The Panel has granted the Buyer and Jigsaw Group a dispensation from the
requirements under the Code that announcements (other than the announcement
made in accordance with Rule 2.7 of the Code on 21 November 2022) must be
published via a Regulatory Information Service (RIS).  The Buyer and Jigsaw
Group are instead required to publish all announcements on Jigsaw's website at
https://jigsawinsurance.com/.  No announcement (other than the announcement
made in accordance with Rule 2.7 of the Code on 21 November 2022) will be sent
in hard copy to the Jigsaw Shareholders.

The Panel has also granted a dispensation from the requirements in Note 3 on
Rule 8 of the Code that disclosures made under Rule 8 of the Code must be made
via an RIS.  Therefore, any Opening Position Disclosures and Dealing
Disclosures required under Rule 8 of the Code may be made to Jigsaw Group by
email to Paul Barrett  at paul.barrett@jigsawinsurance.com) and will be
published on Jigsaw Group's website at https://jigsawinsurance.com/.  A copy
must also be sent to the Panel's Market Surveillance Unit by email
(monitoring@thetakeoverpanel.org.uk).

Copies of further announcements and other documents in connection with the
Offer will be made available on the Jigsaw Group's website by no later than 12
noon (London time) on the Business Day following the date of the relevant
announcement or document, pursuant to Rule 26.1 of the Code.

Rounding and percentages

Certain figures included in this announcement have been subjected to rounding
adjustments.  Accordingly, figures shown for the same category presented in
different tables or forms may vary slightly and figures shown as totals in
certain tables or forms may not be an arithmetic aggregation of the figures
that precede them. All percentages have been rounded to two decimal places.

Publication on website and availability of hard copies

A copy of this announcement, together with all information incorporated by
reference to another source, and other documents in connection with the Offer
is and will, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, be made available on Jigsaw's website at
https://jigsawinsurance.com/ by no later than 8am on the Business Day
following the date of this announcement.  Neither the contents of the website
nor the content of any other website accessible from hyperlinks on such
websites is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this announcement, free of charge, by contacting Paul Barrett
 at Jigsaw by email to paul.barrett@jigsawinsurance.com
(mailto:paul.barrett@jigsawinsurance.com) or 01423 535 791.  For persons who
receive a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent unless so
requested.  In accordance with Rule 30.3 of the Code, a person so entitled
may also request that all future documents, announcements and information to
be sent to them in relation to the Offer should be in hard copy form.

Information relating to Jigsaw Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Jigsaw Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Jigsaw may be provided
to the Buyer during the Offer Period as requested under Section 4 of Appendix
4 of the Code to comply with Rule 2.11(c) of the Code.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriate authorised independent financial adviser.

 

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