REG - Zurich Insurance Grp Beazley PLC - RECOMMENDED CASH OFFER FOR BEAZLEY PLC
02/03/2026 15:30
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RNS Number : 9881U Zurich Insurance Group Ltd 02 March 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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
2 March 2026
ZURICH INSURANCE GROUP LTD
RECOMMENDED CASH OFFER FOR BEAZLEY PLC
Overview
The Boards of Zurich and Beazley announce that they have agreed the terms of a
recommended all-cash offer by Zurich for the entire issued and to be issued
share capital of Beazley (the "Transaction"). The Transaction combines two
highly complementary businesses to establish a global leader in Specialty
insurance, headquartered in the UK, that leverages Beazley's Lloyd's presence.
Under the terms of the Transaction, Beazley Shareholders will be entitled to
receive a total value of 1,335 pence per Beazley Share, comprising 1,310 pence
in cash per Beazley Share (the "Cash Consideration") and a dividend of 25
pence per Beazley Share.
Terms of the Transaction
Beazley Shareholders will be entitled to receive Cash Consideration of, in
aggregate, approximately £8.1 billion (US$10.8 billion). The Cash
Consideration represents a premium of approximately:
· 59.8 per cent. to Beazley's Closing Price of 820 pence on 16
January 2026 (being the last Business Day before the Offer Period);
· 59.4 per cent. to Beazley's volume-weighted average share price
of 822 pence for the 30-day period ended on 16 January 2026; and
· 34.6 per cent. to Beazley's all-time high share price, prior to
the Offer Period, of 973 pence on 6 June 2025.
Including the permitted interim dividend payment of 25 pence per Beazley Share
(which has been approved by the Beazley Directors) (the "Permitted Dividend"),
Beazley Shareholders will be entitled to receive, in aggregate, approximately
£8.2 billion (US$11.0 billion) on a fully-diluted basis, which is 62.8 per
cent. higher than Beazley's fully-diluted market capitalisation implied by
Beazley's Closing Price of 820 pence on 16 January 2026.
Rationale for the Transaction
The Transaction represents a strong step in accelerating Zurich's strategy to
create the global leader in Specialty insurance. It builds on the investments
Zurich has already made in developing its market leading Specialty franchise,
which currently writes c.US$9 billion of Specialty gross written premiums as
at 31 December 2025. The Combined Group:
· Creates the leading Specialty underwriter globally with c.US$15
billion in combined Specialty gross written premiums on a pro forma basis as
at 31 December 2024, spanning a broad, well-diversified and highly attractive
range of product lines, supported by top‑tier underwriting talent,
best-in-class financial strength and enhanced distribution capabilities.
· Combines complementary capabilities in growing markets. Beazley
brings extensive expertise in high‑growth Specialty segments including
Cyber, Marine, E&S, Political Risk, Fine Art & Specie and Financial
Lines. This adds diversification and provides immediate scale in fast
expanding markets. Beazley's products will broaden Zurich's Specialty
offering, supporting deeper relationships with leading brokers and increasing
wallet share.
· Expands Zurich's market reach and distribution with a broader
Specialty product range and access to Lloyd's, and in particular will support
clients in secular growth areas such as infrastructure and technology.
· Has a shared culture of underwriting excellence. The
Transaction places a clear emphasis on retaining and developing underwriting
talent and preserving the underwriting cultures that underpin the strong
performance of both businesses, with London expected to remain the key hub for
the Combined Group's global Specialty operations.
· Delivers enhanced value for Zurich shareholders, in part
through unlocking growth and synergies, and in turn accelerates Zurich's
journey to exceed its financial targets for 2025-27. The Transaction is
expected to unlock material incremental revenue growth opportunities estimated
to be in excess of US$1 billion per annum in the medium term, approximately
US$150 million of combined annual pre‑tax run‑rate cost savings by 2029
and meaningful capital synergies with a current estimation of c.US$1 billion
of one‑off capital extraction within the first two years following
Completion.
Zurich expects the Transaction to be financially compelling, delivering
mid-single digit Core EPS accretion from the first year of completion and a
double-digit return on investment in the medium term. This will accelerate
Zurich's journey to exceed its financial targets for the 2025-27 period with
Core EPS compound annual growth of >9 per cent., Core RoE of >23 per
cent. and cash remittances of >US$19 billion (subject to an SST floor of
160 per cent.).
Recommendation of the Beazley Directors
· The Beazley Directors, who have been so advised by J.P. Morgan
Cazenove, Barclays and Evercore as to the financial terms of the Transaction,
consider the terms of the Transaction to be fair and reasonable. In providing
its advice to the Beazley Directors, J.P. Morgan Cazenove, Barclays and
Evercore have taken into account the commercial assessments of the Beazley
Directors. Barclays and Evercore are providing independent financial advice to
the Beazley Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Beazley Directors intend to unanimously
recommend that Scheme Shareholders vote in favour of the Scheme at the Court
Meeting and Beazley Shareholders vote in favour of the Beazley Resolutions to
be proposed at the General Meeting (or in the event that the Transaction is
implemented by way of a Takeover Offer, to accept or procure acceptance of
such Takeover Offer), as the Beazley Directors who are interested in Beazley
Shares have irrevocably undertaken to do in respect of their own beneficial
holdings of, in aggregate, 1,957,497 Beazley Shares representing approximately
0.33 per cent. of Beazley's issued share capital as at the Last Practicable
Date.
Background to and reasons for the Beazley Directors' unanimous recommendation
Founded in 1986, Beazley is a leading global specialty insurer, underwriting
over US$6 billion in gross premiums annually from its Wholesale (Lloyd's),
North American and European platforms. The Beazley Group offers over 50
products across five core divisions (Cyber, Digital, MAP, Property and
Specialty), focusing on emerging and complex risks where its data and
underwriting expertise is a key differentiator. Beazley has demonstrated the
ability to deliver superior financial outcomes through the cycle, with a 10
year average return on equity of 15.5 per cent. and a 20 year total
shareholder returns (TSR) of 2,200 per cent., materially outperforming global
Specialty insurance peers. In November 2025, Beazley set out its strategic
priorities within its Capital Markets Day, and the Beazley Directors continue
to see tangible progress against these priorities, with notable milestones
achieved over the second half of 2025.
Whilst the Beazley Directors are very confident in the Beazley Group's
standalone prospects and in the attractiveness of Beazley's business model
fundamentals, they recognise that the delivery of future value is inherently
uncertain and exposed to factors beyond the company's control. Accordingly,
the Beazley Board has considered the terms of the acquisition with its
financial advisers, as well as consulted with Beazley shareholders, and has
concluded that it represents an attractive proposal that delivers a strong
premium to Beazley's share price and a compelling multiple of 2025 tangible
net asset value.
In addition to the financial terms, the Beazley Directors have also taken into
account Zurich's stated intentions for the business, management, employees and
other stakeholders, as well as its acquisition track record and model. The
Beazley Directors are pleased to note that Zurich intends that Beazley will be
at the core of the Combined Specialty Business and that Zurich sees Beazley's
existing talent and leadership team as integral to drive and build the success
of the Combined Specialty Business. Zurich has committed to safeguarding the
employment and pension rights of Beazley employees, and indicated that the
Combined Specialty Business will continue to be organised around lines of
business.
Comments on the Transaction
Commenting on the Transaction, Mario Greco, Chief Executive Officer of Zurich,
said:
"This Transaction is a strong step in accelerating Zurich's Specialty
strategy. Together with Beazley, we will create the world's leading Specialty
underwriter, with around US$15 billion of pro forma gross written premiums,
exceptional underwriting expertise and data capabilities, and leading access
to global distribution.
Leveraging Beazley's established Lloyd's platform, the Combined Specialty
Business will be headquartered in London and will be a powerful platform for
long-term growth in Specialty lines.
The combination is financially compelling, delivering attractive Core EPS
accretion from the first full year after completion, double-digit returns on
investment in the medium term, and a clear path to exceeding our financial
targets for the 2025-2027 period.
We are committed to championing underwriting excellence, retaining key talent
and maintaining the Beazley brand within the broader Zurich Group."
Commenting on the Transaction, Clive Bannister, Chair of Beazley, said:
"I am proud of everything Beazley has achieved in its first 40 years in
business, growing from a Lloyd's syndicate to a global specialty insurance
leader and a member of the FTSE 100.
Combining with Zurich, at a price which reflects an attractive value for
shareholders, will create a US$15 billion global leader in specialty
underwriting. The Beazley Board is pleased to recommend acceptance of Zurich's
offer.
On behalf of the Beazley Board, I want to thank all those involved in making
Beazley the leading specialty underwriting company it is today and I look
forward with great anticipation to all we will achieve in the future."
Commenting on the Transaction, Adrian Cox, Chief Executive Officer of Beazley,
said:
"Beazley relentlessly prioritises underwriting discipline, combined with a
culture of innovation, to achieve growth and deliver success. This has made us
a leading global brand in specialty insurance.
Today's announcement signals our joint intent to build a US$15 billion, global
specialty leader - with Beazley at its core. It will be a leading provider in
cyber, a top-ten participant in the US Excess and Surplus Lines market and the
leader at Lloyd's.
Our clients and brokers are navigating an era of accelerating risk, which also
represents an outsized growth opportunity for specialty insurance. By
combining our deep underwriting expertise and broad market reach, we will be
able to support them to meet the challenges of an increasingly complex and
volatile risk landscape."
Transaction Details and Timing
· Beazley Shareholders will be entitled to receive and retain the
Permitted Dividend in the form of an interim dividend payment (which has been
approved by the Beazley Board) in relation to the year ended 31 December 2025,
expected to be paid on 1 May 2026 and in any case prior to the Effective Date.
· It is intended that the Transaction will be implemented by way of
a Court-sanctioned scheme of arrangement between Beazley and the Scheme
Shareholders under Part 26 of the Companies Act (or, if Zurich so elects, and
subject to the consent of the Panel and the terms of the Co-operation
Agreement, by way of a Takeover Offer). The purpose of the Scheme is to
provide for ZIC, a wholly-owned subsidiary of Zurich and the ultimate
operating company of the Zurich Group, to become owner of the entire issued
and to be issued share capital of Beazley. It is intended that Beazley will
become a wholly-owned subsidiary of ZIC following the Effective Date.
· If, on or after the date of this Announcement and on or prior to
the Effective Date, any dividend, distribution or other return of capital is
announced, declared, made, or paid or becomes payable in respect of Beazley
Shares (other than, or in excess of, the Permitted Dividend) Zurich reserves
the right to reduce the Cash Consideration by an amount up to the amount of
any such dividend, other distribution or return of capital, in which case any
reference in this Announcement or in the Scheme Document to the Cash
Consideration will be deemed to be a reference to the Cash Consideration so
reduced.
· The Transaction will be subject to the Conditions and certain
further terms set out in Appendix 1 to this Announcement (and to the full
terms and conditions which will be set out in the Scheme Document), including,
among other things: (i) approvals by the requisite majorities of the Scheme
Shareholders at the Court Meeting of the Scheme and of the Beazley
Shareholders at the General Meeting of the Beazley Resolutions; (ii) the Court
sanctioning the Scheme; (iii) the satisfaction of certain competition and
regulatory conditions, including (amongst others) receipt of approval from the
PRA, FCA, CBI, Lloyd's, FINMA, MFSA, CID, CMA and the European Commission;
(iv) the Transaction becoming Effective no later than the Long Stop Date; and
(v) a copy of the Court Order being delivered to the Registrar of Companies.
The Transaction does not require the approval of Zurich's shareholders.
· The Transaction will be put to Scheme Shareholders at the Court
Meeting and to Beazley Shareholders at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of the Scheme
Shareholders voting at the Court Meeting, present and voting (and entitled to
vote), either in person or by proxy, representing at least 75 per cent. in
value of the Scheme Shares voted. In addition, a special resolution
implementing the Scheme must be passed by Beazley Shareholders representing at
least 75 per cent. of votes cast at the General Meeting (expected to be held
immediately after the Court Meeting). Following the Court Meeting, the Scheme
must also be sanctioned by the Court. Finally, a copy of the Court Order must
be delivered to the Registrar of Companies, upon which the Scheme will become
Effective.
· It is expected that the Scheme Document, containing further
information about the Transaction and notices of the Court Meeting and General
Meeting, together with the Forms of Proxy, will be posted to Beazley
Shareholders as soon as reasonably practicable and within 28 days of this
Announcement (unless a later date is agreed between Beazley and the Panel).
The Beazley Meetings are expected to be held in April 2026.
· The Scheme is expected to become Effective during H2 2026,
subject to the satisfaction (or, where applicable, waiver) of the Conditions
and further terms set out in Appendix 1 to this Announcement.
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and the Appendices.
The Transaction will be subject to the Conditions and certain further terms
set out in this Announcement, including Appendix 1 to this Announcement, and
to the full terms and conditions which will be set out in the Scheme Document.
Appendix 2 to this Announcement contains the bases of calculation and sources
of certain information contained in this Announcement. Details of the
irrevocable undertakings received by Zurich from the Beazley Directors in
connection with the Transaction are set out in Appendix 3 to this
Announcement. Certain terms used in this Announcement are defined in Appendix
4 to this Announcement.
Investor presentation
Subject to certain restrictions, an investor presentation will be available to
all interested parties at www.zurich.com/beazleyoffer
(http://www.zurich.com/beazleyoffer) .
Your attention is also drawn to the important information below and at the
back of this Announcement.
Enquiries
Zurich
Media relations: media@zurich.com (mailto:media@zurich.com)
+41 44 625 21 00
Investor enquiries: investor.relations@zurich.com (mailto:investor.relations@zurich.com)
Find all contact details at
www.zurich.com/investor-relations/investor-relations-contact
(http://www.zurich.com/investor-relations/investor-relations-contact)
Brunswick (Public Relations Adviser to Zurich) +44 (0) 207 4045959
Susan Gilchrist, Nick Cosgrove, Freya Semken
Beazley
Sarah Booth, Investors and analysts +44 (0) 207 6747582
Sam Whiteley, Media +44 (0) 207 6747484
MHP (Public Relations Adviser to Beazley)
James McFarlane +44 (0) 758 4142665
Nathan Hambrook-Skinner +44 (0) 749 5963669
Goldman Sachs International, Lazard & Co., Limited, and UBS are acting as
financial advisers to Zurich and ZIC in connection with the Transaction.
Slaughter and May is acting as legal adviser to Zurich and ZIC in connection
with the Transaction.
J.P. Morgan Securities plc and Barclays Bank PLC are acting as financial
advisers and corporate brokers, and Evercore Partners International LLP is
acting as financial adviser to Beazley in connection with the Transaction.
Freshfields LLP is acting as legal adviser to Beazley in connection with the
Transaction.
Inside information
This Announcement contains inside information as stipulated under the Market
Abuse Regulation No. 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via a regulatory information service, this inside information is
now considered to be in the public domain. The person responsible for
arranging the release of this Announcement on behalf of Beazley is Mark
Stevens, Company Secretary.
Further information
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 any 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 the
Transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities of Beazley in any jurisdiction pursuant to the Transaction in
contravention of applicable laws.
The Transaction will be made and implemented solely pursuant to the terms of
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document), which will contain the full terms and conditions
of the Transaction, including details of how to vote in respect of the
Transaction. Any vote or other decision in respect of, or other response to,
the Transaction should be made only on the basis of the information contained
in the Scheme Document (or if the Transaction is implemented by way of a
Takeover Offer, the Offer Document).
Beazley will prepare the Scheme Document (or if the Transaction is implemented
by way of a Takeover Offer, Zurich, or ZIC, as applicable, will prepare the
Offer Document) to be distributed to Beazley Shareholders. Beazley and Zurich
urge Beazley Shareholders to read the Scheme Document (or if the Transaction
is implemented by way of a Takeover Offer, the Offer Document) when it becomes
available because it will contain important information relating to the
Transaction.
Any vote in respect of resolutions to be proposed at the Beazley Meetings to
approve the Transaction, the Scheme or related matters, should be made only on
the basis of the information contained in the Scheme Document.
This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments. The Transaction may have tax consequences for
Beazley Shareholders. Beazley Shareholders are urged to consult with their own
legal, tax and financial advisers in connection with making a decision
regarding this Transaction.
Disclaimers
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Zurich and ZIC and no one else in connection with the matters
set out in this Announcement and will not be responsible to anyone other than
Zurich and ZIC for providing the protections afforded to clients of Goldman
Sachs or for providing advice in relation to the matters referred to in this
Announcement. Neither Goldman Sachs nor any of its 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 Goldman Sachs in connection with this Announcement, any
statement contained herein or otherwise.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
UK by the FCA is acting exclusively as financial adviser to Zurich and ZIC and
no one else in connection with the matters set out in this Announcement and
will not be responsible to anyone other than Zurich and ZIC for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the matters set out in this Announcement. Neither Lazard nor any of its
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 Lazard in connection with this
Announcement, any statement contained herein or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS is acting exclusively as financial
adviser to Zurich and no one else in connection with the Transaction. In
connection with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for providing the
protections afforded to its clients or for providing advice in relation to the
Transaction, the contents of this Announcement or any other matter referred to
herein.
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 PRA and regulated in the United Kingdom by the PRA and 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 or
arrangement 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.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the UK, and the availability of the Transaction to Beazley
Shareholders who are not resident in the UK, may be restricted by law and
therefore any persons who are not resident in the UK or who are subject to the
laws of any jurisdiction other than the UK (including Restricted
Jurisdictions) should inform themselves about, and observe any applicable
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Transaction or to vote their Beazley Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with applicable legal or regulatory requirements of any jurisdiction
may constitute a violation of securities laws in that jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Transaction disclaim any responsibility or liability for the violation
of such restrictions by any person. This Announcement has been prepared for
the purpose of complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside the UK.
Unless otherwise determined by Zurich or required by the Takeover Code, and
permitted by applicable law and regulation, the Transaction shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Transaction by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Transaction. If the Transaction
is implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if the Transaction is implemented by way of a Takeover
Offer, the Offer Document).
Notice to Beazley US Shareholders
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy solicitation
rules. If, in the future, Zurich exercises the right to implement the
Transaction by way of a Takeover Offer and determines to extend the Takeover
Offer into the United States, the Transaction will be made in compliance with
applicable United States laws and regulations.
Financial information included in this Announcement and the Scheme Document
has been or will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States ("U.S.
GAAP"). U.S. GAAP differs in certain significant respects from accounting
standards applicable in the United Kingdom. None of the financial information
in this Announcement has been audited in accordance with auditing standards
generally accepted in the U.S. or the auditing standards of the Public Company
Accounting Oversight Board (United States).
Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Transaction or determined if this Announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.
The receipt of cash pursuant to the Transaction by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for United States federal income tax purposes and
under applicable United States state and local, as well as foreign and other,
tax laws. Each Beazley Shareholder is urged to consult with independent
professional advisers immediately regarding the tax consequences of the
Transaction applicable to it.
It may be difficult for US holders of Beazley Shares to enforce their rights
and any claim arising out of the US federal laws, since Zurich and Beazley are
located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Beazley
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act (to the extent applicable), Zurich or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of Beazley outside of the United States, other than pursuant to the
Transaction, until the date on which the Transaction and/or Scheme becomes
Effective, lapses or is otherwise withdrawn (or, in the case of any Takeover
Offer, until expiration of any such Takeover Offer). These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Transaction, and other
information published or to be published by Zurich and/or Beazley, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Zurich and Beazley (as applicable) about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this Announcement include
statements with respect to the financial condition, results of operations and
business of Beazley and certain plans and objectives of Zurich with respect
thereto and other statements other than historical facts. Forward-looking
statements include statements regarding the targeted profit, return on equity
targets, expenses, pricing conditions, dividend policy, underwriting and
claims results, business initiatives (including, but not limited to,
sustainability matters) of the Zurich Group or Beazley Group (as applicable),
as well as statements regarding the Zurich Group's or Beazley Group's
understanding or predictions of general economic, financial and insurance
market conditions and expected developments. They include, among other things,
statements concerning the potential exposure of Zurich and the Zurich Group to
market risks and statements expressing management's predictions, expectations,
beliefs, estimates, forecasts, projections and assumptions, including as to
future potential cost savings, synergies, earnings, cash flow, return on
capital employed, production and prospects. Often, but not always,
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts and may use forward-looking words,
phrases and expressions such as "anticipate", "target", "expect", "believe",
"intend", "foresee", "predict", "project", "estimate", "forecast", "intend",
"plan", "budget", "scheduled", "goal", "believe", "hope", "aims", "continue",
"likely", "will", "may", "might", "should", "would", "could", "seek",
"possible", "probably", "potential", "outlook", "risks", "objectives" or other
similar words, phrases, and expressions; provided that the absence thereof
does not mean that a statement is not forward-looking. Similarly, statements
that describe objectives, plans or goals are or may be forward-looking
statements. These statements are based on assumptions and assessments made by
Beazley and/or Zurich in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may cause
actual results, performance, actions, achievements or developments to differ
materially from those expressed in or implied by such, because they relate to
events and depend on circumstances that will occur in the future. Although
Zurich and/or Beazley believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this Announcement.
There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: UK domestic and global economic and business conditions;
the risk of a global economic downturn; market related risks such as
fluctuation in interest rates and exchange rates; frequency, severity and
development of insured claims events; mortality and morbidity experience;
policy renewal and lapse rates; increased litigation activity and regulatory
actions; inflation/deflation; the impact of competition; changes in customer
preferences; the risk of a cyber-attack that could threaten the availability
and integrity of systems and the confidentiality of data; risks concerning
borrower credit quality; delays in implementing proposals; the timing, impact
and other uncertainties of future acquisitions or other combinations within
relevant industries; the policies and actions of regulatory authorities, and
the possibility of conflict between different governmental standards and
regulatory regimes; and the impact of tax or other legislation and other
regulations in the jurisdictions in which Zurich operates. Other unknown or
unpredictable factors could cause actual results, performance, actions,
achievements or developments to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results, performance, actions,
achievements or developments may differ materially from those expected,
estimated or projected. Such forward-looking statements should therefore be
construed in the light of such factors.
Neither Zurich nor Beazley, nor any of their respective associates, directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place undue reliance on these
forward-looking statements. Additional factors that may affect future results
are contained in the latest financial results and reports of Zurich (available
at: www.zurich.com/investor-relations/results-and-reports
(http://www.zurich.com/investor-relations/results-and-reports) ). These
factors should also be considered by the reader.
Neither Zurich nor Beazley assumes any obligation to update or correct the
information contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law. All subsequent written or oral forward-looking statements attributable to
Zurich or Beazley or any person acting on their behalf are qualified by the
cautionary statements herein.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
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) the offeree company 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 pm (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 Takeover Code, any person who is, or becomes,
interested in one per cent. 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.
A Dealing Disclosure by a person to whom Rule 8.3(b) 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.
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 Takeover 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.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Zurich's website
at www.zurich.com/beazleyoffer (http://www.zurich.com/beazleyoffer) and
Beazley's website at www.beazley.com/en-US/investor-relations/
(http://www.beazley.com/en-US/investor-relations/) by no later than 12 noon
(London time) on the first Business Day following the date of this
Announcement. For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any hyperlinks are
incorporated into or form part of this Announcement.
No profit forecasts or profit estimates
Save where expressly stated, no statement in this Announcement is intended as
a profit forecast, profit estimate or quantified financial benefits statement
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share of Zurich or Beazley for the current
or future financial years would necessarily match or exceed the historical
published earnings or earnings per share of Zurich or Beazley.
Quantified financial benefits
Statements of estimated cost savings and synergies relate to future actions
and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may not
be achieved, may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. Neither the quantified
financial benefit statements nor any other statement in this Announcement
should be construed as a profit forecast or interpreted to mean that the
Combined Group's earnings in the first full year following implementation of
the Transaction, or in any subsequent period, would necessarily match or be
greater than or be less than those of Zurich or Beazley for the relevant
preceding financial period or any other period.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Beazley Shareholders,
persons with information rights and participants in the Beazley Share Plans
may request a hard copy of this Announcement (and any information incorporated
by reference in this Announcement) by contacting Beazley's registrars,
Equiniti Limited, during business hours (except public holidays in England and
Wales) on +44 (0) 371 384 2050 or by submitting a request in writing to
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
United Kingdom.
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. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Transaction should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Beazley Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Beazley may
be provided to Zurich during the Offer Period as requested under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
2 March 2026
ZURICH INSURANCE GROUP LTD
RECOMMENDED CASH OFFER FOR BEAZLEY PLC
1. Introduction
The Boards of Zurich and Beazley announce that they have agreed the terms of a
recommended all-cash offer by Zurich for the entire issued and to be issued
share capital of Beazley (the "Transaction"). The Transaction combines two
highly complementary businesses to establish a global leader in Specialty
insurance, headquartered in the UK, that leverages Beazley's Lloyd's presence.
2. The Transaction
Under the terms of the Transaction, Beazley Shareholders will be entitled to
receive a total value of 1,335 pence per Beazley Share, comprising:
· 1,310 pence in cash per Beazley Share (the "Cash Consideration");
and
· a permitted dividend of 25 pence per Beazley Share, which Beazley
Shareholders will be entitled to receive and retain in the form of an interim
dividend payment (which has been approved by the Beazley Directors) in
relation to the year ended 31 December 2025, expected to be paid on 1 May 2026
and in any case prior to the Effective Date (the "Permitted Dividend").
Beazley Shareholders will be entitled to receive Cash Consideration of, in
aggregate, approximately £8.1 billion (US$10.8 billion). The Cash
Consideration represents a premium of approximately:
· 59.8 per cent. to Beazley's Closing Price of 820 pence on 16
January 2026 (being the last Business Day before the Offer Period);
· 59.4 per cent. to Beazley's volume-weighted average share price
of 822 pence for the 30-day period ended on 16 January 2026; and
· 34.6 per cent. to Beazley's all-time high share price, prior to
the Offer Period, of 973 pence on 6 June 2025.
The Cash Consideration represents a 2.44x multiple of tangible net asset value
(as of 30 June 2025) and a 10.8x multiple of earnings (based on basic EPS for
12 months prior to 30 June 2025).
Including the Permitted Dividend, Beazley Shareholders will receive, in
aggregate, approximately £8.2 billion (US$11.0 billion) on a fully-diluted
basis, which is 62.8 per cent. higher than Beazley's fully-diluted market
capitalisation implied by Beazley's Closing Price of 820 pence on 16 January
2026 and a 2.5x multiple of Beazley's tangible net asset value (as of 30 June
2025).
The Transaction will be implemented by way of a Court-sanctioned scheme of
arrangement between Beazley and the Scheme Shareholders under Part 26 of the
Companies Act (or, if Zurich so elects, and subject to the consent of the
Panel and the terms of the Co-operation Agreement, by way of a Takeover
Offer). The purpose of the Scheme is to provide for ZIC, a wholly-owned
subsidiary of Zurich and the ultimate operating company of the Zurich Group,
to become owner of the entire issued and to be issued share capital of
Beazley. It is intended that, as ZIC will be the designated acquirer of the
Beazley Shares, Beazley will become a wholly-owned subsidiary of ZIC on the
Effective Date. The Cash Consideration payable under the terms of the
Transaction is being funded by ZIC through a combination of existing cash
resources and new fully committed third party debt financing incurred by ZIC,
which will be applied directly by ZIC to satisfy the Cash Consideration.
The Scheme is expected to become Effective during H2 2026, subject to the
satisfaction (or where applicable, waiver) of the Conditions and further terms
set out in Appendix 1 to this Announcement.
3. Background to and reasons for the Transaction
The Transaction represents a strong step in accelerating Zurich's strategy to
create the global leader in Specialty insurance. It will create the leading
Specialty underwriter globally with c.US$15 billion of gross written premiums
on a pro forma basis as at 31 December 2024, exceptional data availability and
underwriting expertise, leading market and distribution capabilities and
outstanding reinsurance and technology infrastructures. The Combined Group
would span broad, well-diversified and highly attractive product lines, and be
supported by top‑tier underwriting talent, best‑in‑class financial
strength and enhanced distribution capabilities.
The Transaction builds on the investments Zurich has already made in
developing its market leading Specialty franchise, which currently writes
c.US$9 billion of Specialty gross written premiums as at 31 December 2025.
Since 2016, Zurich has been pursuing a strategy to grow the Specialty part of
its P&C portfolio. More recently, including at Zurich's 2025 Investor Day,
this strategic growth initiative was again established as one of the core
pillars of Zurich's strategy. In support of this strategic priority, Zurich
created a Global Specialty Unit, enabling increased focus, accountability and
investment across its Specialty business, which already benefits from
significant scale and established market positions. The Transaction further
reinforces this strategy by accelerating Zurich's growth ambitions in
Specialty insurance and creating the global leader in Specialty underwriting,
based in the UK and strengthened by leveraging Beazley's established Lloyd's
presence.
Zurich expects the Transaction to be financially compelling, delivering
mid-single digit Core EPS accretion from the first year of completion and a
double-digit return on investment in the medium term. This will accelerate
Zurich's journey to exceed its financial targets for the 2025-27 period with
Core EPS compound annual growth of >9 per cent., Core RoE of >23 per
cent. and cash remittances of >US$19 billion (subject to an SST floor of
160 per cent.).
The Zurich Board believes that the Transaction is attractive for the following
reasons:
Creates the leading Specialty underwriter globally
Beazley is a strong player in Specialty insurance. It has industry-leading
capabilities and expertise across attractive segments, as well as distinctive
positions, diversified platforms and innovative capabilities, all of which are
demonstrated in its excellent through-the-cycle financial performance.
Beazley also has a track record of innovation and has been a pioneer in the
industry. Beazley wrote its first standalone cyber insurance policy in 2008,
launched Beazley Breach Response in 2009 and founded the cyber security
company Lodestone in 2017. This innovation has continued in recent years with
the launch of Beazley's Smart Tracker Syndicate in 2022, and the establishment
of the first-ever cyber catastrophe bond in 2023. This innovative culture will
enable the Combined Group to continue to enter and shape new markets and
develop new products for clients in an evolving risk landscape.
The Transaction will create the leading Specialty underwriter globally, with
c.US$15 billion of gross written premiums on a pro forma basis as at 31
December 2024, spanning a broad, well-diversified and highly attractive range
of product lines, supported by top-tier underwriting talent, best-in-class
financial strength and enhanced distribution capabilities.
The Transaction will accelerate Zurich's strategic mix towards higher margin
Specialty lines, resulting in a more diversified combined Specialty portfolio
that is expected to increase from c.20 per cent. to c.29 per cent. of the
Combined Group's P&C gross written premiums on a pro forma basis.
Combined Group will have complementary capabilities in growing markets
Specialty insurance is a large and complex market, characterised by
differentiated pricing trends, multifaceted broker relationships and
sophisticated capital management. In this context, scale, global reach and
technical excellence are critical determinants of long-term success. It is
also an area of insurance which is expected to present an outsized growth
potential in the medium term. Such structural growth drivers for the industry
are expected to include continued investment in infrastructure, technological
development and digitalisation, and increasing energy demand and transition
(although historically not a growth segment, the ongoing world reconstruction
is driving this overall growth). All of these points have been well documented
in Zurich's recent Investor Day and already evidenced through the company's
standalone strategic focus areas, for example Zurich's leading North American
construction franchise.
Beazley brings extensive expertise in high-growth Specialty segments including
Cyber, Marine, E&S, Political Risk, Fine Art & Specie and Financial
Lines, adding diversification and providing immediate scale in fast expanding
markets, and enhancing the enlarged group's ability to serve complex global
risks. Beazley's products will broaden Zurich's Specialty offering, with the
Combined Group having over 2,200 Specialty underwriters, supporting elevated
standing with leading brokers and increased wallet share.
Combining Beazley's product sophistication and Zurich's distribution
capabilities will significantly enhance the growth profile of the Combined
Group. At its Capital Markets Day on 25 November 2025, Beazley outlined its
plans to expand its offering in the Captives market and, as part of the
Combined Group, will be able to leverage Zurich's strong presence in this
market to accelerate these ambitions. Furthermore, Zurich's global network of
operations will enable Beazley to build on its existing market presence to
deliver accelerated growth in the areas of Cyber, Data Centres and
Infrastructure in particular.
Expands Zurich's market reach and distribution
Following Completion, the Combined Group is expected to hold leading positions
across key markets, including being the leading provider in Cyber and UK
Commercial Insurance, a significantly strengthened top ten participant in the
US Excess and Surplus Lines market, and maintaining Beazley's position as the
number one participant in Lloyd's.
Zurich views the Lloyd's market as a dynamic and attractive platform, offering
extensive global reach and access to deep and complex risk pools. It is a
leading platform for Specialty risks, provides privileged access to world
class underwriting talent and has attractions for third-party capital seeking
underwriting capital returns. Beazley is currently the largest managing agent
by gross written premiums at Lloyd's and is delivering best in class financial
performance. Pairing Beazley's Lloyd's platform and wholesale broker access
with Zurich's leading global distribution relationships is expected to
significantly increase addressable market access and accelerate growth for the
Combined Group, including in particular in secular growth areas such as
infrastructure and technology.
Builds on a shared culture of underwriting excellence
The Transaction brings together two high-quality underwriting franchises with
aligned cultures, including a shared focus on underwriting quality and
disciplined cycle management, an emphasis on portfolio quality and volatility
management, and strong broker relationships. Both businesses have a
demonstrated track record of delivering consistent, superior returns, with
Zurich's combined ratio among the least volatile in the market and Beazley's
combined ratio consistently outperforming the wider Lloyd's market. The
Transaction places a clear emphasis on retaining and developing underwriting
talent and preserving the underwriting cultures that underpin the strong
performance of both businesses, with London expected to remain the key hub for
the Combined Group's global Specialty operations.
Unlocks growth opportunities and synergies
The Transaction is expected to unlock meaningful incremental revenue growth
opportunities, estimated to be in excess of US$1 billion per annum in the
medium term. Fundamentally, the diversified underwriting exposure within an
enlarged Zurich Group will mitigate potential concentration reliance, decrease
the impact of pricing cycles and will provide a broader capital base to fuel
growth. Moreover, as outlined above, the Combined Group would have enhanced
access to wholesale markets, whilst equally benefitting from Zurich's global
customer base. The Combined Group will have significantly deeper access to
broker relationships, an imperative point for success in Specialty insurance,
and also have access to other potential distribution capabilities which Zurich
could offer. The Zurich and Beazley management teams have also identified
multiple examples of further distinct pockets of growth, such as in the US
Group Captives business, bancassurance (where Zurich has significant market
positions), the potential to materially expand the Combined Group's European
footprint, to strengthen the high net worth offering, and clear
complementarity between the two risk engineering franchises, in addition to a
broader sharing of best practices across both groups.
This growth is expected to be supported by the retention and development of
the Combined Group's underwriting talent, leveraging Beazley's Lloyd's
presence and London market experience to create a leading global Specialty
platform based in the UK, which Zurich intends to use as the centre for global
Specialty expansion.
In addition, Zurich expects to deliver approximately US$150 million of
combined annual pre-tax run rate cost savings by 2029, primarily arising from:
(i) reduced spend on Zurich's planned organic Specialty build-out; (ii)
reduction in procurement and outsourcing expenses due to greater negotiation
power given scale; (iii) rationalisation of non-personnel spend; (iv) some
limited reduction in roles across support functions on both sides (to the
extent identified), partially compensated by natural employee attrition; and
(v) real estate optimisation and governance synergies. Zurich expects these
synergies to be phased in over three years and fully embedded by 2029, while
maintaining a clear focus on retaining and developing underwriting talent. To
realise these benefits, one-off restructuring and integration costs of
approximately US$300 million (including the Retention Awards, as defined
below) are expected to be incurred over the first three years following
Completion.
The Transaction is also expected to deliver meaningful capital synergies which
Zurich currently estimates to be c.US$1 billion of one-off capital extraction
within the first two years following Completion, including through increased
use of internal reinsurance, portfolio transfers across legal entities and the
remittance of excess capital. This would be in addition to the expected yearly
cash upstream from Beazley's profit generation (in line with Zurich's other
Specialty lines).
Zurich has the proven experience and expertise to achieve a successful
integration of Beazley and unlock the expected growth opportunities and
synergies.
Enhances shareholder value and allows Zurich to exceed its financial targets
for 2025-27
Zurich expects the Transaction to be financially compelling,
delivering mid-single digit Core EPS accretion from the first year of
completion and a double-digit return on investment in the medium term. This
will accelerate Zurich's journey to exceed its financial targets for the
2025-27 period with Core EPS compound annual growth of >9 per cent., Core
RoE of >23 per cent. and cash remittances of >US$19 billion (subject to
an SST floor of 160 per cent.).
Furthermore, the financing structure for the Transaction preserves Zurich's
financial flexibility and capital strength, and results in a strong pro forma
capital position, with a reduction to its SST ratio estimated at approximately
30 percentage points and an increase to its Moody's leverage ratio of
approximately 3 percentage points. Zurich's dividend policy remains unchanged.
In conclusion, the Transaction is expected to generate significant shareholder
value through the combination of two businesses with highly complementary
capabilities and a shared culture of underwriting excellence, creating the
world's leading Specialty underwriter with an enhanced customer offering,
diversification and financial strength.
4. Recommendation of the Beazley Directors
The Beazley Directors, who have been so advised by J.P. Morgan Cazenove,
Barclays and Evercore as to the financial terms of the Transaction, consider
the terms of the Transaction to be fair and reasonable. In providing its
advice to the Beazley Directors, J.P. Morgan Cazenove, Barclays and Evercore
have taken into account the commercial assessments of the Beazley Directors.
Barclays and Evercore are providing independent financial advice to the
Beazley Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Beazley Directors intend to unanimously recommend that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and Beazley
Shareholders vote in favour of the Beazley Resolutions to be proposed at the
General Meeting (or in the event that the Transaction is implemented by way of
a Takeover Offer, to accept or procure acceptance of such Takeover Offer), as
the Beazley Directors who are interested in Beazley Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of, in aggregate,
1,957,497 Beazley Shares representing approximately 0.33 per cent. of
Beazley's issued share capital as at the Last Practicable Date.
5. Background to and reasons for the Beazley Directors' unanimous recommendation
Founded in 1986, Beazley is a leading global specialty insurer, underwriting
over $6 billion in gross premiums annually from its Wholesale (Lloyd's), North
American and European platforms. The Beazley Group offers over 50 products
across five core divisions (Cyber, Digital, MAP, Property and Specialty),
focusing on emerging and complex risks where its data and underwriting
expertise is a key differentiator. The Beazley Group benefits from five core
attributes:
· Underwriting excellence: Best-in-class underwriting performance
with an average undiscounted combined ratio since 2022 of 78 per cent.;
· Leader in Cyber: Beazley has a leading product set including
notably in Cyber which, in the Beazley Directors' view, continues to be one of
the most significant structural growth stories in global Specialty insurance;
· Superior return generation: Delivered an average return on equity
of 15.5 per cent. over the last 10 years (including an average return on
equity since 2022 of 25 per cent.), proving Beazley's ability to generate
attractive returns through extraordinary global events including the COVID-19
cycle;
· Strong capital and reserves: Returned over US$2.5 billion of
capital to shareholders over the last 10 years, with US$1.3 billion having
been returned over the past 3 years, whilst maintaining a very prudent capital
and reserving policy; and
· Track record of delivering shareholder value: Beazley has
demonstrated the ability to deliver superior financial outcomes through the
cycle with attractive total shareholder returns (TSR) of approximately 2,200
per cent. over the last 20 years, materially outperforming global Specialty
insurance peers.
In November 2025, Beazley set out its strategic priorities during its Capital
Markets Day and the business has continued to make tangible progress with
notable milestones achieved over the second half of 2025, including: (i) the
establishment of a Bermuda insurer, completing the globalisation of the
Beazley Group, with access to all major markets including a significant
presence in the US; (ii) investments in expertise in the fast growing and
exciting domain of transition underwriting; and (iii) focusing on
innovation-led growth, including in Alternative Risk Transfer (ILS and
Captives).
Whilst the Beazley Directors are very confident in Beazley's standalone
prospects and the attractiveness of Beazley's business model fundamentals,
they also recognise that the delivery of future value is inherently uncertain
and exposed to factors beyond Beazley's control. These factors include
insurance pricing and claims dynamics, changes in regulatory and government
policy and the state of the global economy.
Accordingly, the Beazley Board has considered the terms of the Transaction
with its financial advisers, as well as consulted with Beazley Shareholders,
and has concluded that it represents an attractive proposal that delivers a
strong premium to Beazley's share price and a compelling multiple of 2025
tangible net asset value. In reaching this conclusion, the Beazley Board has
taken into account a number of factors, including:
· the opportunity for Beazley Shareholders to receive certain and
immediate cash;
· the terms of the Transaction, including the Cash Consideration
and Permitted Dividend, imply an attractive valuation which is 62.8 per cent.
higher than Beazley's fully-diluted market capitalisation implied by Beazley's
Closing Price of 820 pence on 16 January 2026 and 37.2 per cent. higher than
Beazley's fully-diluted market capitalisation implied by Beazley's all-time
high share price;
· the terms of the Transaction, including the Cash Consideration
and Permitted Dividend, represent a 2.5x multiple of tangible net asset value
as at 30 June 2025, which represents a high-water mark for a London based,
global specialty insurer of this scale; and
· the value of 1,335 pence (comprised of 1,310 pence in cash and
the Permitted Dividend of 25 pence) per Beazley Share having exceeded all
previous proposals from Zurich, including the last proposal made in the summer
of 2025.
In addition to the financial terms, the Beazley Directors have also taken into
account Zurich's stated intentions for the business, management, employees and
other stakeholders, as well as its acquisition track record and model. The
Beazley Directors are pleased to note that Zurich intends that Beazley will be
at the core of the Combined Specialty Business and that Zurich sees Beazley's
existing talent and leadership team as integral to drive and build the success
of the Combined Specialty Business. Zurich has committed to safeguarding the
employment and pension rights of Beazley employees, and indicated that the
Combined Specialty Business will continue to be organised around lines of
business.
Accordingly, following careful consideration of each of the above factors, the
Beazley Directors intend to unanimously recommend that Scheme Shareholders
vote in favour of the Scheme at the Court Meeting and that Beazley
Shareholders vote in favour of the Beazley Resolutions to be proposed at the
General Meeting.
6. Dividends
Pursuant to the terms of the Transaction, Beazley Shareholders are entitled to
receive and retain an interim dividend (which has been approved by the Beazley
Directors) of 25 pence per Beazley Share in relation to the year ended 31
December 2025, expected to be paid on 1 May 2026 and in any event prior to the
Effective Date, without reduction to the Cash Consideration.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend, distribution or other return of capital is announced,
declared, made, or paid or becomes payable in respect of Beazley Shares (other
than, or in excess of, the Permitted Dividend) Zurich reserves the right to
reduce the Cash Consideration by an amount up to the amount of any such
dividend, other distribution or return of capital, in which case any reference
in this Announcement or in the Scheme Document to the Cash Consideration will
be deemed to be a reference to the Cash Consideration so reduced.
If (but only to the extent) Zurich exercises the above right to reduce the
Cash Consideration in respect of a dividend, other distribution or return of
capital, Beazley Shareholders shall be entitled to receive and retain any such
excess dividend, distribution, or other return of capital declared, made, or
paid. For the avoidance of doubt, any exercise by Zurich of its rights
referred to in this paragraph 6, or in paragraph 7 of Part B of Appendix 1 to
this Announcement shall not be regarded as constituting any revision or
variation of this Transaction.
7. Information on 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 insurance premiums written worldwide of US$6,164.1 million. For the nine months ended 30 September 2025, Beazley underwrote insurance premiums written worldwide of US$4,670 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 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 Cyber, Digital, MAP, Property and Specialty.
8. Information on Zurich
Zurich is a leading global multi-line insurer founded more than 150 years ago,
which, focuses on providing best-in-class property and casualty and life
insurance products and services to individuals, small businesses, mid-sized
and large companies serving more than 82 million customers in more than 200
countries and territories.
The Zurich Group has more than 65,000 employees and is headquartered in
Zurich, Switzerland. Zurich (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.
As of January 2025, the Insurance financial strength rating for Zurich
Insurance Company Ltd, a wholly-owned subsidiary of Zurich and the ultimate
operating company of the Zurich Group, was 'AA/Stable' by S&P Global
Ratings, 'Aa2/stable' by Moody's, and 'A+ (Superior)/Stable' by AM Best. The
AM Best Issuer Credit Rating (ICR) was 'aa/stable'.
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.
9. Current trading
On 25 November 2025, Beazley published its Q3 trading statement. Beazley will
publish its results for the financial year ended 31 December 2025 on 4 March
2026, which will confirm that underwriting performance for the period remained
robust and overall in line with the market's expectations. Beazley believes
that the optionality provided by its global platform strategy, diversified
product set and specialist underwriting expertise position the business well
for 2026 and beyond.
On 19 February 2026, Zurich Group published its results for the financial year
ended 31 December 2025. Since then, Zurich's financial performance has been in
line with management's expectations.
10. Zurich's intentions for the Beazley business and the Combined Group
Strategic plans for Beazley and the Combined Group following Completion
As set out in paragraph 3, Zurich believes that the Transaction would enable
the creation of the global leader in Specialty insurance with exceptional
underwriting expertise, leading access to distribution channels, and the
ability to leverage its brand and capital across the enlarged Zurich Group.
The combination of the two businesses would advance Zurich's strategy of
creating a global Specialty unit based in the UK, allowing for greater
prioritisation of this business, and expand Zurich's capabilities in highly
attractive business lines. It would also leverage Beazley's excellent Lloyd's
platform, as well as solidifying the combined position as a leading UK
commercial insurer.
Zurich intends to combine Beazley and Zurich's existing Specialty businesses
to operate as a global business unit reporting to the Zurich Group CEO (the
"Combined Specialty Business"). The Combined Specialty Business would be
headquartered in London, have a dedicated management team, and be organised
globally around lines of business, leveraging Beazley's strong underwriting
talent, specialised product offerings, attractive portfolio mix, and Lloyd's
platform. The Transaction would be a combination of two highly complementary
businesses to maximise economy of scale and scope, which would enhance
Beazley's significant expertise, platform and offering by joining it with
Zurich's own capabilities, global reach, trusted brand and balance sheet
strength. Zurich would also open further possibilities for Beazley's products
in the United States, Europe and Asia by leveraging Zurich's broad
distribution franchise. Zurich strongly believes that the Combined Specialty
Business will provide exciting and enhanced opportunities for business growth
and market possibilities for both Zurich and Beazley's underwriters and
employees by creating a leading Specialty business with a foundation in
underwriting excellence.
Zurich intends that Beazley will form the core of the Combined Specialty
Business, servicing the existing combined customer base with additional
products and opportunities following Completion. Zurich does not expect the
Transaction to impact Beazley's existing business, policyholders or customers
materially except insofar as they will gain access to the significant global
resources, balance sheet strength and broader product offering of the Combined
Group. Zurich values the strength of Beazley's highly regarded brand and
market recognition and believes there is strong alignment between the
respective brands. Following Completion, Zurich will maintain Beazley's brand
under the umbrella of the broader Zurich Group.
Zurich aims to expedite the combination of Zurich's Specialty businesses with
Beazley and will initiate a detailed review, working closely with Beazley, to
determine the optimal strategic set-up and to design operations, systems and
functions for the Combined Specialty Business that allows it to work most
effectively and efficiently together. The integration program will be
undertaken in a way intended to preserve Beazley's culture and way of working.
At the same time, the integration will be directed at minimising disruption
for both Zurich and Beazley's employees, brokers, policyholders, distributors
and wider stakeholders while seeking to deliver for each of them the expected
benefits of the Transaction. In particular, Zurich will inform the optimal
design of the Combined Specialty Business's target operating model, where
Zurich's strength and expertise will be joined with Beazley's world-class
capabilities in selected lines of business. Overall, this review process is
intended to be formalised through the formation of an integration team with
members from both Zurich and Beazley.
While Zurich will seek to progress this integration planning work prior to
Completion, it will only be possible to complete the full analysis after the
Transaction has completed, with such analysis expected to take approximately
12 months following Completion. In the interim period following Completion,
Zurich intends to carry on operations in accordance with regulatory
permissions, waivers and modifications currently granted and/or in effect in
respect of Beazley's business.
Employees, board and management team
Zurich recognises and places the highest value on the skill and experience of
Beazley's talent and entrepreneurial culture. Beazley's management team,
underwriters, claims team, distribution experts, and other key employees,
together with Zurich's management and underwriters in the complementary lines,
will be the key factor in driving the future success of the Combined Specialty
Business. Beazley's strong brand and performance culture fully reflect the
quality of its professionals. A collaborative integration of Beazley's and
Zurich's Specialty business teams will be critical to deliver the strategic
goals of this Transaction and to ensure that all stakeholders, and in
particular policyholders and customers, benefit from the combined platform. As
noted above, Zurich strongly believes that the Combined Specialty Business
will offer more opportunities, in particular for technical and market-facing
employees, due to its potential growth, expanded market, distribution and
diversification. Zurich believes that the expanded opportunities within the
larger combined Specialty platform would also support career advancement and
provide opportunities to attract and retain top talent. Zurich will approach
its integration activities with the aim of maintaining operational momentum,
preserving the strong and entrepreneurial culture and retaining and motivating
the best talent within Beazley and the Combined Specialty Business.
Zurich sees Beazley's existing executive management team as integral to drive
and build the success of the Combined Specialty Business. As stated above, in
due course, Zurich will initiate a review on how to shape the organisation of
the Combined Specialty Business and its management going forward. In doing so,
and in order to harness the benefits of the Transaction, Zurich will carefully
protect the best competences in both organisations by the retention of key
senior managers of both Beazley and Zurich's Specialty business. The
management will be organised globally around lines of business.
Zurich intends to leverage Beazley's performance culture and intends to offer
a competitive proposition to future employees of the Combined Specialty
Business, including an attractive compensation structure to be implemented
across the Combined Specialty Business which aligns with the structure
currently operated by Beazley and which is designed to ensure talent retention
and impartiality across teams. To the extent permitted by applicable law,
Zurich intends to promptly start working with Beazley to build this
remuneration framework. The compensation schemes of the Combined Specialty
Business are expected to include rewards for performance targeted at line of
business underwriting results and opportunities for employees to share in the
underwriting success of the Combined Specialty Business' Lloyd's syndicates.
In addition, Zurich intends to put in place targeted retention arrangements
for key employees to reward their support for optimising integration of the
Beazley business and long-term commitment to the success of the Combined
Specialty Business following Completion. Zurich intends to fully safeguard and
observe the existing contractual and statutory rights and terms and conditions
of employment, including pension rights, of the management and employees of
the Beazley Group in accordance with applicable law.
While the potential synergies of the Transaction are independent from
people-related costs, any potential to generate cost savings through
efficiencies in certain support functions, including Beazley's listed company
functions, will be evaluated carefully. This is likely to result in a limited
number of headcount reductions which are not expected to be material in the
context of the Beazley Group as a whole. However, given the scale of the
Combined Specialty Business, these will not be material and should be
partially compensated by natural employee attrition. To the extent possible,
Zurich intends to consider the suitability of any employees at risk of
redundancy for vacant roles within Zurich's existing organisation. Zurich has
not yet developed proposals as to how any such headcount reductions will be
implemented, however, any individual impacted will be treated, and where
necessary, informed and consulted in a manner consistent with applicable law
and Zurich's high standards, values and practices, and the relevant employees'
existing entitlements. Save as set out in this section, Zurich does not expect
any material change in the employment conditions or balance of skills and
functions of Beazley's employees and management.
Zurich values the importance of effective governance and independent oversight
and will, therefore, in the period between the date of this Announcement and
Completion, explore the potential benefit of continuing to engage certain of
Beazley's non-executive directors following Completion.
Incentive and retention arrangements
As described in more detail in the Co-operation Agreement, Zurich and Beazley
have agreed the following in relation to certain outstanding awards and
options under certain of the Beazley Share Plans that are unvested immediately
before Court Sanction:
· To the extent that regulatory requirements do not permit
outstanding unvested awards granted under the DSP prior to 1 January 2026 held
by Solvency II Staff to vest in full on the Court Sanction Date, that award
(or part of the award) will lapse on the Court Sanction Date and be replaced
with an equivalent cash award payable on the original vesting timetable.
· Outstanding unvested awards granted under the DSP prior to 1
January 2026 to non-Solvency II Staff will vest in full on the Court Sanction
Date.
· Any outstanding unvested awards granted under the DSP on or after
1 January 2026, whether held by Solvency II Staff or not, will lapse on the
Court Sanction Date and be replaced with an equivalent cash award payable on
the original vesting timetable.
· Any outstanding unvested awards granted under the LTIP prior to 1
January 2026, whether held by Solvency II Staff or not, will lapse on the
Court Sanction Date and be replaced with an equivalent cash award payable on
the original vesting timetable. The replacement award will not be subject to
further performance conditions.
· Any outstanding unvested awards granted under the LTIP on or
after 1 January 2026, whether held by Solvency II Staff or not, will lapse on
the Court Sanction Date and be replaced with an equivalent cash award, or, if
the individual so elects, an equivalent award over Zurich shares payable on
the original vesting timetable. The replacement cash or share award will not
be subject to further performance conditions.
Further details on Zurich's proposals regarding both vested and unvested
awards under the Beazley Share Plans are contained in the Co-operation
Agreement and will be provided in the Scheme Document and in letters to
participants in the Beazley Share Plans (including where required by Rule 15
of the Takeover Code).
Zurich and Beazley have agreed that there will be pre- and post-Transaction
cash retention awards for individuals who are Beazley employees as at the
Effective Date ("Retention Awards") with an aggregate value of up to US$55
million (gross). Retention Awards will be awarded to employees whose retention
is considered critical to the successful completion of the Transaction or to
the business due to the nature of their technical role and capabilities or for
supporting a successful integration. Details on the Retention Awards,
including applicable conditions and consents, are included in the Co-operation
Agreement.
Save as set out in this section, Zurich has not entered into, nor had any
discussions regarding, any form of incentive arrangements with members of
Beazley's management.
Headquarters, headquarter functions, locations, fixed assets and research and
development
As part of its integration planning process, Zurich will look to optimise the
Combined Group's office footprint and related functions. Where there is
geographic overlap, Zurich will, where feasible, consolidate the existing
sites of the Zurich Group and Beazley Group where they are nearby, but always
subject to any required information and consultation with affected employees
and/or their representatives in accordance with applicable law. Zurich
anticipates maintaining Beazley's head office in central London.
Save as set out in this section, Zurich does not have any current intention to
redeploy any of the fixed assets of the Beazley Group.
Beazley does not currently have a dedicated research and development function
and Zurich has no plans in this regard.
Trading facilities
The Beazley Shares are currently admitted to the equity shares (commercial
companies) category of the Official List and to trading on the Main Market of
the London Stock Exchange and, as set out in paragraph 15, before the
Effective Date, an application shall be made to the FCA and the London Stock
Exchange to cancel such admissions to listing and trading, to take effect from
or shortly after the Effective Date. Beazley is also expected to be
re-registered as a private company on or after the Effective Date, following
engagement with regulators.
Pension schemes
Zurich intends to match Beazley's current level of employer's contributions
under its existing pension schemes (to the extent applicable), subject to
applicable law and market practice.
Beazley has a legacy UK defined benefit pension scheme which was closed to new
entrants in 2002 and to future accrual in 2006 (the "Beazley DB Pension
Scheme"). The Beazley DB Pension Scheme is managed by trustees, who act
independently of Beazley and are responsible for the investment of the assets
of the Beazley DB Pension Scheme.
In 2022, the Beazley DB Pension Scheme trustees completed a transaction that
insures all of the scheme's liabilities via a bulk annuity buy-in with an
external insurance company. The buy-in policy is designed to provide cash
flows that match the value and timing of the defined benefits payable by the
Beazley DB Pension Scheme to its members.
No employer contributions are currently being paid to the Beazley DB Pension
Scheme and it is currently anticipated that this will remain the case given
the buy-in transaction that was completed in 2022.
Zurich's intention is for the Beazley DB Pension Scheme to remain closed to
new members and future accrual. Zurich intends to work constructively with the
trustees of the Beazley DB Pension Scheme going forward.
No post-offer undertakings
None of the statements in this paragraph 10 is a "post-offer undertaking" for
the purposes of Rule 19.5 of the Takeover Code.
11. Financing of the Transaction
The Cash Consideration payable under the terms of the Transaction is being
funded by ZIC, a wholly-owned subsidiary of Zurich, through a combination of
existing cash resources and new fully committed third-party debt financing
incurred by ZIC, which will be applied directly by ZIC to satisfy the Cash
Consideration. Such third-party debt is to be provided under a new term loan
facilities agreement entered into on 2 March 2026 among ZIC (as borrower), UBS
(as original facility agent), and certain other financial institutions named
therein (as lenders) (the "Bridge Facilities").
Goldman Sachs International and UBS, in their capacity as financial advisers
to Zurich are satisfied that sufficient resources are available to Zurich to
satisfy in full the Cash Consideration payable to Beazley Shareholders
pursuant to the terms of the Transaction.
Zurich expects that, following this Announcement, Zurich will undertake an
equity raise to be implemented prior to the Effective Date by way of a capital
increase and share placement through an accelerated bookbuild (the
"Accelerated Bookbuild"). If the Accelerated Bookbuild is successfully
implemented, Zurich intends to make the net proceeds available to ZIC and ZIC
intends to apply such proceeds to either satisfy a portion of the Cash
Consideration directly or to repay a portion of the loans previously advanced
under the Bridge Facilities (at Zurich's sole discretion).
Subject to the outcome of the Accelerated Bookbuild, Zurich currently expects
that the Cash Consideration will ultimately be settled by the application of
the following: (i) c.US$5 billion of proceeds from the Accelerated Bookbuild;
(ii) c. US$3 billion of ZIC's existing cash resources; and (iii) c. US$2.9
billion of drawings by ZIC under the Bridge Facilities. On this basis and
following Completion, Zurich expects that the Zurich Group will retain a
strong capital position with a reduction to its SST ratio estimated at
approximately 30 percentage points and an increase to its Moody's leverage
ratio of approximately 3 percentage points.
Further information on the financing of the Transaction will be set out in the
Scheme Document.
12. Beazley Share Plans
Participants in the Beazley Share Plans will be contacted regarding the effect
of the Transaction on their rights under the Beazley Share Plans and provided
with further details concerning any proposals applicable to them in due
course. Details of the impact of the Transaction on the Beazley Share Plans
and any proposals will be set out in the Scheme Document or, as the case may
be, the Offer Document, and in separate letters to be sent to participants in
the Beazley Share Plans.
13. Offer-related Arrangements
Confidentiality Agreement
ZIC and Beazley entered into the Confidentiality Agreement on 5 February 2026,
pursuant to which, among other things, each of Zurich and Beazley has
undertaken to: (i) keep information relating to the Transaction and each other
party's group confidential and not to disclose it to third parties, subject to
certain exceptions; and (ii) use such confidential information only in
connection with the Transaction. These confidentiality obligations will remain
in force for 12 months from the date of the Confidentiality Agreement or until
Completion, whichever is earlier. In addition, the Confidentiality Agreement
also includes certain standstill undertakings on Zurich and its concert
parties, which cease to apply upon the release of this Announcement. The
Confidentiality Agreement further includes customary non-solicitation
provisions in favour of Beazley.
Clean Team Agreement
Zurich and Beazley entered into a Clean Team Agreement on 5 February 2026
which sets out, among other things, how any confidential information that is
competitively sensitive can be disclosed to, used by or shared between
Zurich's clean team individuals and/or external advisers.
Joint Defence Agreement
Zurich, Beazley and their respective external counsel entered into a Joint
Defence Agreement on 11 February 2026, the purpose of which is to ensure that
the exchange and/or disclosure of certain materials relating to the parties
and in relation to, in particular, the antitrust and regulatory workstream
only takes place between their respective external counsel and external
experts, and does not diminish in any way the confidentiality of such
materials and does not result in a waiver of any privilege, right or immunity
that might otherwise be available.
Co-operation Agreement
On the date of this Announcement, Zurich and Beazley entered into the
Co-operation Agreement, pursuant to which, among other things:
· Zurich has agreed to use all reasonable endeavours to satisfy, or
procure the satisfaction of, the Conditions set out in paragraphs 3 to 19 of
Part A of Appendix 1 to this announcement promptly and in any event in
sufficient time to enable the Effective Date to occur prior to the Long Stop
Date;
· Zurich and Beazley have agreed to certain customary undertakings
to co-operate in relation to the satisfaction of such Conditions;
· Zurich and Beazley have agreed to certain arrangements in
relation to the payment of the Permitted Dividend, as summarised in paragraph
6 above;
· Zurich and Beazley have agreed to certain provisions that shall
apply with respect to the Beazley Share Plans, its other incentive
arrangements, directors' and officers' insurance, and other employee related
matters; and
· Zurich has agreed to provide Beazley with certain information for
the purposes of the Scheme Document and otherwise assist with the preparation
of the Scheme Document.
The Co-operation Agreement records the intention of Zurich and Beazley to
implement the Transaction by way of a scheme of arrangement, subject to
Zurich's right to switch to a Takeover Offer in certain circumstances. Zurich
and Beazley have agreed to certain customary provisions if the Scheme should
switch to a Takeover Offer and that any such Takeover Offer may, at Zurich's
discretion, be made by ZIC rather than Zurich.
The Co-operation Agreement shall terminate in certain customary circumstances,
including but not limited to:
· if Zurich and Beazley so agree in writing;
· if the Beazley Directors change their recommendation in respect
of the Transaction: (i) upon service of written notice by Zurich to Beazley;
or (ii) upon service of written notice by Beazley to Zurich, if Zurich has not
announced, within ten Business Days of such recommendation change, a new,
revised or replacement Scheme or Takeover Offer on improved terms in
accordance with Rule 2.7 of the Takeover Code;
· upon service of written notice by either Zurich or Beazley to the
other if, prior to the Long Stop Date, one or more of the following occurs:
(i) a third party offer for Beazley becomes effective or is declared or
becomes unconditional; (ii) any Condition is invoked by Zurich (where the
invocation of the relevant Condition is permitted by the Panel); or (iii)
either: (a) any Condition which has not been waived is (or has become)
incapable of satisfaction by the Long Stop Date and, notwithstanding that it
has the right to waive such Condition, Zurich has stated in writing that it
shall not do so; or (b) any Condition which is incapable of waiver is (or has
become) incapable of satisfaction by the Long Stop Date, in each case in
circumstances where the invocation of the relevant Condition is permitted by
the Panel;
· if the Transaction is withdrawn, terminated or lapses in
accordance with its terms and (where required) with the permission of the
Panel prior to the Long Stop Date, other than where such lapse, termination or
withdrawal: (i) is as a result of the exercise of Zurich's right to switch to
a Takeover Offer; or (ii) is otherwise to be followed within five (5) Business
Days (or such later date as Beazley and Zurich agree in writing) by an
announcement under Rule 2.7 of the Takeover Code made by Zurich or a person
acting in concert with Zurich to implement the Transaction by a different
offer or scheme on substantially the same terms or improved terms for Beazley
Shareholders;
· unless otherwise agreed by Beazley and Zurich in writing or
required by the Panel, the Effective Date has not occurred by the Long Stop
Date; or
· if the Effective Date occurs.
14. Scheme of Arrangement and Conditions
It is intended that the Transaction will be implemented by way of a
Court-sanctioned scheme of arrangement between Beazley and the Scheme
Shareholders under Part 26 of the Companies Act. However, Zurich reserves the
right to elect, with the consent of the Panel and subject to the terms of the
Co-operation Agreement, to implement the Transaction by way of a Takeover
Offer for the entire issued and to be issued share capital of Beazley not
already held by the Wider Zurich Group as an alternative to the Scheme. In
such an event, a Takeover Offer will be implemented, without prejudice and
subject to the terms of the Co-operation Agreement, on substantially the same
terms, so far as applicable, as those which would apply to the Scheme, save
that any such Takeover Offer may, at Zurich's discretion, be made by ZIC.
If the Transaction is effected by way of a Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Zurich or ZIC, as applicable, intends to exercise
its rights to apply the provisions of Chapter 3 of Part 28 of the Companies
Act so as to acquire compulsorily the remaining Beazley Shares in respect of
which the Takeover Offer has not been accepted.
The purpose of the Transaction and the Scheme is to provide for ZIC, a
wholly-owned subsidiary of Zurich and the ultimate operating company of the
Zurich Group, to become the direct owner of the entire issued and to be issued
share capital of Beazley. The procedure involves, among other things, an
application by Beazley to the Court to sanction the Scheme, in consideration
for which the Scheme Shareholders will receive the Cash Consideration on the
basis set out in paragraph 2 of this Announcement.
The Transaction is subject to the Conditions and certain further terms set out
in Appendix 1 to this Announcement (and to the full terms and conditions which
will be set out in the Scheme Document) and will only become Effective if,
among other things, the following events occur on or before the Long Stop
Date:
· a resolution to approve the Scheme is passed by a majority in
number of the Scheme Shareholders present and voting (and entitled to vote),
either in person or by proxy, representing at least 75 per cent. in value of
the Scheme Shares voted;
· the Beazley Resolutions are passed by the requisite majority of
Beazley Shareholders at the General Meeting (which will require the approval
of Beazley Shareholders representing at least 75 per cent. of votes cast at
the General Meeting, either in person or by proxy);
· certain regulatory approvals as described in Appendix 1
(including approvals from the PRA, FCA, CBI, Lloyd's, FINMA, MFSA and CID) are
obtained (or waived, as applicable);
· certain competition approvals as described in Appendix 1
(including approvals from the European Commission, the CMA, the ACCC, CADE,
and the FTA and JFTC, and the Canadian Commissioner (or the expiry of the
relevant waiting period under the Competition Act (Canada))) are obtained (or
waived, as applicable);
· the expiration or termination of the applicable waiting period
under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
amended);
· following the Beazley Meetings, the Scheme is sanctioned (with or
without modification, and, if with modification, on terms agreed by Zurich and
Beazley) by the Court; and
· following such sanction, a copy of the Court Order is delivered
to the Registrar of Companies.
The Transaction will not require the approval of Zurich's shareholders.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of
Beazley Shares will cease to be valid and should be destroyed, and
entitlements to Beazley Shares held within the CREST system will be cancelled.
The consideration payable under the Scheme will be despatched to Scheme
Shareholders by no later than 14 days after the Effective Date.
Any Beazley Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Beazley Resolutions to be proposed at the General
Meeting will, among other things, provide that the Beazley Articles be amended
to incorporate provisions requiring any Beazley Shares issued after the Scheme
Record Time (other than to Zurich, ZIC and/or their respective nominees) to be
automatically transferred to ZIC on the same terms as the Transaction (other
than terms as to timings and formalities). The provisions of the Beazley
Articles (as amended) will avoid any person (other than an entity in the
Zurich Group and/or their respective nominees) holding shares in the capital
of Beazley after the Effective Date.
If the Scheme does not become unconditional and Effective on or before the
Long Stop Date, it will lapse and the Transaction will not proceed.
It is expected that the Scheme Document, containing further information about
the Transaction and notices of the Court Meeting and General Meeting, together
with the Forms of Proxy, will be posted to Beazley Shareholders as soon as
reasonably practicable and within 28 days of this Announcement (unless a later
date is agreed between Beazley and the Panel).
The Scheme Document will also contain the expected timetable for the
Transaction and specify the necessary actions to be taken by Beazley
Shareholders. The Scheme is expected to become Effective during H2 2026,
subject to the satisfaction (or, where applicable, waiver) of the Conditions
and further terms set out in Appendix 1 to this Announcement.
The Scheme and the Transaction will be governed by English law and will be
subject to the jurisdiction of the courts of England and Wales and to the
conditions and further terms set out in this Announcement and the Scheme
Document. The Transaction and the Scheme will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange and
the FCA.
15. Delisting and re-registration
Prior to the Scheme becoming Effective, it is intended that applications will
be made to: (i) the London Stock Exchange to cancel trading in Beazley Shares
on its main market for listed securities; and (ii) the FCA to cancel the
listing of the Beazley Shares from the Official List, in each case with effect
from or shortly following the Effective Date.
The last day of dealings in, and registration of transfers of, Beazley Shares
on the London Stock Exchange is expected to be the Business Day immediately
prior to the Effective Date and no transfers will be registered after 6.00
p.m. (London time) on that date.
Following Completion, Beazley will become a wholly-owned subsidiary of ZIC and
share certificates in respect of the Beazley Shares will cease to be valid and
should be returned to Beazley or destroyed. In addition, the entitlements held
within the CREST system to the Beazley Shares will be cancelled on the
Effective Date.
As soon as possible after the Effective Date, it is intended that Beazley will
be re-registered as a private company under the relevant provisions of the
Companies Act, following engagement with regulators.
16. Deferred Shares
Beazley has in issue two Deferred Shares which are not listed on the FCA's
Official List or traded on the London Stock Exchange and do not constitute
"equity share capital" for the purposes of the Takeover Code. Accordingly,
with the Panel's confirmation, no separate offer is being made for the
Deferred Shares.
On or as soon as reasonably practicable following the Effective Date, Zurich
intends to procure either the cancellation of the Deferred Shares or the
transfer of the Deferred Shares to ZIC in accordance with the transfer
provisions set out in the Beazley Articles.
17. Disclosure of Interests
As at the Last Practicable Date, Zurich is interested, directly and
indirectly, in 8,866,051 Beazley Shares, representing 1.479 per cent. of the
total voting rights attributable to the issued share capital of Beazley.
Except for the interest in Beazley Shares set out above and the irrevocable
undertakings from the Beazley Directors referred to in paragraph 4 of this
Announcement, as at the Last Practicable Date, neither Zurich, nor any of the
Zurich Directors nor any member of the Zurich Group, nor, so far as Zurich is
aware, any person acting in concert (within the meaning of the Takeover Code)
with Zurich:
· has any interest in, or right to subscribe for, any Beazley
Shares nor does any such person have any short position in Beazley Shares,
including any short position under a derivative, any agreement to sell, any
delivery obligation or right to require another person to purchase or take
delivery of Beazley Shares;
· procured an irrevocable commitment or letter of intent to accept
the terms of the Transaction in respect of relevant securities of Beazley;
· has borrowed or lent any Beazley Shares or entered into any
financial collateral arrangements relating to Beazley Shares; or
· is party to any dealing of the kind referred to in Note 11 on the
definition of acting in concert in the Takeover Code in relation to the
relevant securities of Beazley.
Any references in this Announcement to an offer being made for the entire
issued and to be issued share capital of Beazley shall be deemed to exclude
the Excluded Shares on the basis that they are already held by the Zurich
Group and the Deferred Shares on the basis set out in paragraph 16.
18. Consents
Goldman Sachs, Lazard, UBS, J.P. Morgan Cazenove, Barclays and Evercore have
each given and not withdrawn their consent to the publication of this
Announcement with the inclusion herein of the references to their names in the
form and context in which they appear.
19. Overseas Shareholders
The availability of the Transaction and the distribution of this Announcement
to Beazley Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction in which they are located.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Beazley Shareholders who are in
any doubt regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale of any securities or
an offer or an invitation to purchase any securities. Beazley Shareholders are
advised to read carefully the Scheme Document and related Forms of Proxy once
these have been despatched.
20. Documents available for inspection
Copies of the following documents will by no later than 12 noon (London time)
on 3 March 2026 be published on Zurich's website at
www.zurich.com/beazleyoffer (http://www.zurich.com/beazleyoffer) and Beazley's
website at www.beazley.com/en-US/investor-relations/
(http://www.beazley.com/en-US/investor-relations/) until the end of the
Transaction:
· this Announcement;
· the irrevocable undertakings referred to in paragraph 4 above and
further described in Appendix 3 to this Announcement;
· the Confidentiality Agreement;
· the Joint Defence Agreement;
· the Clean Team Agreement;
· the Co-operation Agreement;
· the consent letters from each of Goldman Sachs, Lazard, UBS, J.P.
Morgan Cazenove, Barclays and Evercore; and
· documents relating to the financing of the Transaction, referred
to in paragraph 11 above.
The contents of any website referred to in this Announcement and any websites
accessible from hyperlinks on those websites are not incorporated into and do
not form part of this Announcement.
21. General
Zurich reserves the right to elect, with the consent of the Panel and subject
to the terms of the Co-operation Agreement, to implement the Transaction by
way of a Takeover Offer (whether by itself or by ZIC) for the entire issued
and to be issued share capital of Beazley not already held by the Wider Zurich
Group as an alternative to the Scheme. In such an event, a Takeover Offer will
be implemented, without prejudice and subject to the terms of the Co-operation
Agreement, on substantially the same terms and conditions, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments to reflect the change in method of effecting the Transaction
including (without limitation) the inclusion of an acceptance condition set at
75 per cent. of the Beazley Shares to which such Takeover Offer relates (or
such other percentage as Zurich may, subject to the rules of the Takeover Code
and the terms of the Co-operation Agreement and with the consent of the Panel,
decide, being in any case more than 50 per cent. of the Beazley Shares), save
that any such Takeover Offer may, at Zurich's discretion, be made by ZIC.
Further, if sufficient acceptances of such Takeover Offer are received and/or
sufficient Beazley Shares are otherwise acquired, it is the intention of
Zurich or ZIC, as applicable, to apply the provisions of Chapter 3 of Part 28
of the Companies Act to acquire compulsorily the remaining Beazley Shares in
respect of which the Takeover Offer has not been accepted.
If the Transaction is effected by way of a Takeover Offer and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Zurich intends: (i) that an application will be made
to: (a) the London Stock Exchange to cancel trading in Beazley Shares on its
main market for listed securities; and (b) the FCA to cancel the listing of
the Beazley Shares from the Official List, in each case with effect from or
shortly following the Effective Date; and (ii) (either itself or for ZIC) to
exercise its rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily the remaining Beazley Shares in respect
of which the Takeover Offer has not been accepted.
In the event that the Transaction is to be implemented by way of a Takeover
Offer, the Beazley Shares will be acquired pursuant to the Takeover Offer
fully paid and free from all liens, charges, equitable interests, encumbrances
and rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto.
The Transaction will be subject to the Conditions and certain further terms
set out in this Announcement, including Appendix 1 to this Announcement, and
to the full terms and conditions which will be set out in the Scheme Document.
Appendix 2 to this Announcement contains the bases of calculation and sources
of certain information contained in this Announcement. Details of the
irrevocable undertakings received by Zurich from the Beazley Directors in
connection with the Transaction are set out in Appendix 3 to this
Announcement. Certain terms used in this Announcement are defined in Appendix
4 to this Announcement.
Enquiries
Zurich
Media relations: media@zurich.com (mailto:media@zurich.com)
+41 44 625 21 00
Investor enquiries: investor.relations@zurich.com (mailto:investor.relations@zurich.com)
Find all contact details at
www.zurich.com/investor-relations/investor-relations-contact
(http://www.zurich.com/investor-relations/investor-relations-contact)
Brunswick (Public Relations Adviser to Zurich) +44 (0) 207 4045959
Susan Gilchrist, Nick Cosgrove, Freya Semken
Beazley
Sarah Booth, Investors and analysts +44 (0) 207 6747582
Sam Whiteley, Media +44 (0) 207 6747484
MHP (Public Relations Adviser to Beazley)
James McFarlane +44 (0) 758 4142665
Nathan Hambrook-Skinner +44 (0) 749 5963669
Goldman Sachs International, Lazard & Co., Limited, and UBS are acting as
financial advisers to Zurich and ZIC in connection with the Transaction.
Slaughter and May is acting as legal adviser to Zurich and ZIC in connection
with the Transaction.
J.P. Morgan Securities plc and Barclays Bank PLC are acting as financial
advisers and corporate brokers, and Evercore Partners International LLP is
acting as financial adviser to Beazley in connection with the Transaction.
Freshfields LLP is acting as legal adviser to Beazley in connection with the
Transaction.
Inside information
This Announcement contains inside information as stipulated under the Market
Abuse Regulation No. 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via a regulatory information service, this inside information is
now considered to be in the public domain. The person responsible for
arranging the release of this Announcement on behalf of Beazley is Mark
Stevens, Company Secretary.
Further information
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 any 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 the
Transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities of Beazley in any jurisdiction pursuant to the Transaction in
contravention of applicable laws.
The Transaction will be made and implemented solely pursuant to the terms of
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document), which will contain the full terms and conditions
of the Transaction, including details of how to vote in respect of the
Transaction. Any vote or other decision in respect of, or other response to,
the Transaction should be made only on the basis of the information contained
in the Scheme Document (or if the Transaction is implemented by way of a
Takeover Offer, the Offer Document).
Beazley will prepare the Scheme Document (or if the Transaction is implemented
by way of a Takeover Offer, Zurich, or ZIC, as applicable, will prepare the
Offer Document) to be distributed to Beazley Shareholders. Beazley and Zurich
urge Beazley Shareholders to read the Scheme Document (or if the Transaction
is implemented by way of a Takeover Offer, the Offer Document) when it becomes
available because it will contain important information relating to the
Transaction.
Any vote in respect of resolutions to be proposed at the Beazley Meetings to
approve the Transaction, the Scheme or related matters, should be made only on
the basis of the information contained in the Scheme Document.
This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments. The Transaction may have tax consequences for
Beazley Shareholders. Beazley Shareholders are urged to consult with their own
legal, tax and financial advisers in connection with making a decision
regarding this Transaction.
Disclaimers
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Zurich and ZIC and no one else in connection with the matters
set out in this Announcement and will not be responsible to anyone other than
Zurich and ZIC for providing the protections afforded to clients of Goldman
Sachs or for providing advice in relation to the matters referred to in this
Announcement. Neither Goldman Sachs nor any of its 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 Goldman Sachs in connection with this Announcement, any
statement contained herein or otherwise.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
UK by the FCA is acting exclusively as financial adviser to Zurich and ZIC and
no one else in connection with the matters set out in this Announcement and
will not be responsible to anyone other than Zurich and ZIC for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the matters set out in this Announcement. Neither Lazard nor any of its
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 Lazard in connection with this
Announcement, any statement contained herein or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS is acting exclusively as financial
adviser to Zurich and no one else in connection with the Transaction. In
connection with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for providing the
protections afforded to its clients or for providing advice in relation to the
Transaction, the contents of this Announcement or any other matter referred to
herein.
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 PRA and regulated in the United Kingdom by the PRA and 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 or
arrangement 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.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the UK, and the availability of the Transaction to Beazley
Shareholders who are not resident in the UK, may be restricted by law and
therefore any persons who are not resident in the UK or who are subject to the
laws of any jurisdiction other than the UK (including Restricted
Jurisdictions) should inform themselves about, and observe any applicable
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Transaction or to vote their Beazley Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with applicable legal or regulatory requirements of any jurisdiction
may constitute a violation of securities laws in that jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Transaction disclaim any responsibility or liability for the violation
of such restrictions by any person. This Announcement has been prepared for
the purpose of complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside the UK.
Unless otherwise determined by Zurich or required by the Takeover Code, and
permitted by applicable law and regulation, the Transaction shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Transaction by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Transaction. If the Transaction
is implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if the Transaction is implemented by way of a Takeover
Offer, the Offer Document).
Notice to Beazley US Shareholders
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy solicitation
rules. If, in the future, Zurich exercises the right to implement the
Transaction by way of a Takeover Offer and determines to extend the Takeover
Offer into the United States, the Transaction will be made in compliance with
applicable United States laws and regulations.
Financial information included in this Announcement and the Scheme Document
has been or will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States ("U.S.
GAAP"). U.S. GAAP differs in certain significant respects from accounting
standards applicable in the United Kingdom. None of the financial information
in this Announcement has been audited in accordance with auditing standards
generally accepted in the U.S. or the auditing standards of the Public Company
Accounting Oversight Board (United States).
Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Transaction or determined if this Announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.
The receipt of cash pursuant to the Transaction by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for United States federal income tax purposes and
under applicable United States state and local, as well as foreign and other,
tax laws. Each Beazley Shareholder is urged to consult with independent
professional advisers immediately regarding the tax consequences of the
Transaction applicable to it.
It may be difficult for US holders of Beazley Shares to enforce their rights
and any claim arising out of the US federal laws, since Zurich and Beazley are
located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Beazley
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act (to the extent applicable), Zurich or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of Beazley outside of the United States, other than pursuant to the
Transaction, until the date on which the Transaction and/or Scheme becomes
Effective, lapses or is otherwise withdrawn (or, in the case of any Takeover
Offer, until expiration of any such Takeover Offer). These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Transaction, and other
information published or to be published by Zurich and/or Beazley, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Zurich and Beazley (as applicable) about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this Announcement include
statements with respect to the financial condition, results of operations and
business of Beazley and certain plans and objectives of Zurich with respect
thereto and other statements other than historical facts. Forward-looking
statements include statements regarding the targeted profit, return on equity
targets, expenses, pricing conditions, dividend policy, underwriting and
claims results, business initiatives (including, but not limited to,
sustainability matters) of the Zurich Group or Beazley Group (as applicable),
as well as statements regarding the Zurich Group's or Beazley Group's
understanding or predictions of general economic, financial and insurance
market conditions and expected developments. They include, among other things,
statements concerning the potential exposure of Zurich and the Zurich Group to
market risks and statements expressing management's predictions, expectations,
beliefs, estimates, forecasts, projections and assumptions, including as to
future potential cost savings, synergies, earnings, cash flow, return on
capital employed, production and prospects. Often, but not always,
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts and may use forward-looking words,
phrases and expressions such as "anticipate", "target", "expect", "believe",
"intend", "foresee", "predict", "project", "estimate", "forecast", "intend",
"plan", "budget", "scheduled", "goal", "believe", "hope", "aims", "continue",
"likely", "will", "may", "might", "should", "would", "could", "seek",
"possible", "probably", "potential", "outlook", "risks", "objectives" or other
similar words, phrases, and expressions; provided that the absence thereof
does not mean that a statement is not forward-looking. Similarly, statements
that describe objectives, plans or goals are or may be forward-looking
statements. These statements are based on assumptions and assessments made by
Beazley and/or Zurich in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may cause
actual results, performance, actions, achievements or developments to differ
materially from those expressed in or implied by such, because they relate to
events and depend on circumstances that will occur in the future. Although
Zurich and/or Beazley believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this Announcement.
There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: UK domestic and global economic and business conditions;
the risk of a global economic downturn; market related risks such as
fluctuation in interest rates and exchange rates; frequency, severity and
development of insured claims events; mortality and morbidity experience;
policy renewal and lapse rates; increased litigation activity and regulatory
actions; inflation/deflation; the impact of competition; changes in customer
preferences; the risk of a cyber-attack that could threaten the availability
and integrity of systems and the confidentiality of data; risks concerning
borrower credit quality; delays in implementing proposals; the timing, impact
and other uncertainties of future acquisitions or other combinations within
relevant industries; the policies and actions of regulatory authorities, and
the possibility of conflict between different governmental standards and
regulatory regimes; and the impact of tax or other legislation and other
regulations in the jurisdictions in which Zurich operates. Other unknown or
unpredictable factors could cause actual results, performance, actions,
achievements or developments to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results, performance, actions,
achievements or developments may differ materially from those expected,
estimated or projected. Such forward-looking statements should therefore be
construed in the light of such factors.
Neither Zurich nor Beazley, nor any of their respective associates, directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place undue reliance on these
forward-looking statements. Additional factors that may affect future results
are contained in the latest financial results and reports of Zurich (available
at: www.zurich.com/investor-relations/results-and-reports
(http://www.zurich.com/investor-relations/results-and-reports) ). These
factors should also be considered by the reader.
Neither Zurich nor Beazley assumes any obligation to update or correct the
information contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law. All subsequent written or oral forward-looking statements attributable to
Zurich or Beazley or any person acting on their behalf are qualified by the
cautionary statements herein.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
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) the offeree company 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 pm (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 Takeover Code, any person who is, or becomes,
interested in one per cent. 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.
A Dealing Disclosure by a person to whom Rule 8.3(b) 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.
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 Takeover 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.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Zurich's website
at www.zurich.com/beazleyoffer (http://www.zurich.com/beazleyoffer) and
Beazley's website at www.beazley.com/en-US/investor-relations/
(http://www.beazley.com/en-US/investor-relations/) by no later than 12 noon
(London time) on the first Business Day following the date of this
Announcement. For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any hyperlinks are
incorporated into or form part of this Announcement.
No profit forecasts or profit estimates
Save where expressly stated, no statement in this Announcement is intended as
a profit forecast, profit estimate or quantified financial benefits statement
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share of Zurich or Beazley for the current
or future financial years would necessarily match or exceed the historical
published earnings or earnings per share of Zurich or Beazley.
Quantified financial benefits
Statements of estimated cost savings and synergies relate to future actions
and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may not
be achieved, may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. Neither the quantified
financial benefit statements nor any other statement in this Announcement
should be construed as a profit forecast or interpreted to mean that the
Combined Group's earnings in the first full year following implementation of
the Transaction, or in any subsequent period, would necessarily match or be
greater than or be less than those of Zurich or Beazley for the relevant
preceding financial period or any other period.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Beazley Shareholders,
persons with information rights and participants in the Beazley Share Plans
may request a hard copy of this Announcement (and any information incorporated
by reference in this Announcement) by contacting Beazley's registrars,
Equiniti Limited, during business hours (except public holidays in England and
Wales) on +44 (0) 371 384 2050 or by submitting a request in writing to
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
United Kingdom.
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. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Transaction should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Beazley Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Beazley may
be provided to Zurich during the Offer Period as requested under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
APPENDIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE TRANSACTION
Part A
Conditions to the Scheme and the Transaction
Long Stop Date
1. The Transaction will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. (London time) on the Long Stop Date.
Scheme approval condition
2. The Scheme will be conditional upon:
(A) (i) approval of the Scheme by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders, at the Court Meeting or at any adjournment of such meeting; and (ii) such Court Meeting or any adjournment of such meeting being held on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, (a) as may be agreed in writing between Zurich and Beazley, or (b) (in a competitive situation) as may be specified by Zurich with the consent of the Panel, and in each case that (if so required) the Court may allow);
(B) (i) the Beazley Resolutions being duly passed by the requisite majority or majorities of Beazley Shareholders at the General Meeting or at any adjournment of that meeting; and (ii) such General Meeting or any adjournment of such meeting being held on or before the 22(nd) day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, (a) as may be agreed in writing between Zurich and Beazley, or (b) (in a competitive situation) as may be specified by Zurich with the consent of the Panel, and in each case that (if so required) the Court may allow); and
(C) (i) the sanction of the Scheme (with or without modification by the Court but subject to any such modification being acceptable to Zurich and Beazley); (ii) the Scheme Court Hearing being held on or before the 22(nd) day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, (a) as may be agreed in writing between Zurich and Beazley, or (b) (in a competitive situation) as may be specified by Zurich with the consent of the Panel, and in each case that (if so required) the Court may allow); and (iii) the delivery of a copy of the Court Order to the Registrar of Companies for registration.
In addition, Zurich and Beazley have agreed that the Transaction will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended, if appropriate) have been satisfied or, where
relevant, waived.
Competition
European Union
3. Insofar as the Transaction falls within the scope of Council Regulation (EC) 139/2004 (as amended) (the "EU Merger Regulation"), closing shall be conditional upon the European Commission issuing a decision on terms reasonably satisfactory to Zurich under Articles 6(1)(a), 6(1)(b), 6(2), 8(1) or 8(2) of the EU Merger Regulation, in relation to the Transaction or any matter arising from or relating to the Transaction (or being deemed to have taken such a decision under Article 10 of the EU Merger Regulation).
United Kingdom
4. Insofar as the Transaction creates a relevant merger situation within the meaning of Section 23 of the Enterprise Act 2002 (the "EA"), either:
(A) confirmation that the Competition and Markets Authority (the "CMA") has no further questions in relation to the Transaction following the submission of a briefing paper to the CMA by Zurich and as at the date on which all other Conditions are satisfied or waived in relation to the Transaction, the CMA not having:
(i) requested submission of a merger notice (or draft merger notice);
(ii) indicated to Zurich that it intends, or is considering whether, to commence an investigation to determine whether to make a reference within the meaning of section 33 of the EA (a "Phase 1 Investigation") into the Transaction; nor
(iii) indicated that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA of the EA has begun;
(B) if the CMA opens a Phase 1 Investigation into the Transaction, either:
(i) confirmation that the Transaction will not be subject to a reference under section 33 or section 45 of the EA (a "Phase 2 CMA Reference") and nor does the CMA intend to seek undertakings in lieu of a Phase 2 CMA Reference under section 73 of the Enterprise Act 2002;
(ii) confirmation that the CMA has decided to accept undertakings in lieu of a Phase 2 CMA Reference under section 73 of the EA provided such undertakings are on terms reasonably satisfactory to Zurich; or
(iii) the period within which the CMA is required to decide whether the duty to make a Phase 2 CMA Reference applies with respect to the Transaction or any matters arising therefrom has expired without such a decision being made; or
(C) if the CMA had made a Phase 2 CMA Reference, either:
(i) confirmation that the Transaction will not result in the creation of a relevant merger situation that may be expected to result in a substantial lessening of competition ("SLC") within any UK market; or
(ii) confirmation that the Transaction will result in an SLC, and that either no action should be taken to remedy, mitigate or prevent such outcome, or that the Transaction is allowed to proceed subject to undertakings or orders under sections 82 and 84 of the EA, provided such undertakings are on terms reasonably satisfactory to Zurich.
United States
5. Insofar as the Transaction satisfies the premerger notification thresholds identified in the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"):
(A) all filings having been made and all or any applicable waiting periods (including any extensions thereof or any time periods set forth in any timing agreements with the United States antitrust authorities) under the HSR Act and the rules and regulations thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the Transaction, or any matters arising from the Transaction; and
(B) no law, injunction (whether temporary, preliminary or permanent), or legal order having been enacted, entered, promulgated or enforced by any federal or state court or antitrust authority of competent jurisdiction which prevents, makes illegal, prohibits, restrains or enjoins the closing of the Transaction, provided that this sub-paragraph 5(B) shall only be considered unfulfilled if such law, injunction or legal order remains in effect and has not been lifted, vacated, or otherwise been made unenforceable ((A) and (B) each a form of "HSR Clearance"),
save that Zurich shall not be required to agree to any condition or enter into
any agreement with United States antitrust authorities in order to receive the
HSR Clearance which is not reasonably satisfactory to Zurich.
Canada
6. Insofar as the Transaction satisfies the pre-merger notification thresholds identified in the Competition Act (Canada), any of the following having occurred:
(A) the Commissioner of Competition (or any person designated to act on behalf of them) (collectively, the "Canadian Commissioner") having issued (and not rescinded or amended) an advance ruling certificate under subsection 102(1) of the Competition Act (Canada) in respect of the Transaction; or
(B) the applicable waiting period under section 123 of the Competition Act (Canada) having expired or been terminated by the Canadian Commissioner or the obligation to make a pre-merger notification filing under Part IX of the Competition Act (Canada) having been waived by the Canadian Commissioner pursuant to section 113(c) of the Competition Act (Canada),
in both cases either unconditionally or subject to such conditions as are
reasonably satisfactory to Zurich.
Australia
7. Insofar as the Transaction constitutes or is deemed to constitute a notifiable acquisition under the Competition and Consumer Act 2010 (Cth) as amended with effect from 1 January 2026 (the "CCA"), one of the following has occurred:
(A) (waiver) the Australian Competition and Consumer Commission ("ACCC") makes a determination that the Transaction is not required to be notified; or
(B) (competition determination) within the 12 months prior to Completion, the ACCC or the Australian Competition Tribunal makes or is taken to have made a determination that the Transaction may be put into effect or would be of public benefit, either on an unconditional basis or subject to conditions which are reasonably acceptable to Zurich, and the Transaction has been finally considered for the purposes of section 51ABF(1) of the CCA.
Brazil
8. Insofar as the Transaction constitutes or is deemed to constitute a notifiable acquisition under Law No. 12,529 of 2011, either of the following having occurred:
(A) the Brazilian Antitrust Governmental Authority (Conselho Administrativo de Defesa Econômica) ("CADE's") General Superintendence Office issuing a decision approving or clearing the Transaction without conditions and an additional mandatory fifteen day waiting period following publication of the decision in the Federal Official Gazette (Diário Oficial da União) having lapsed with no related appeal by a third party or request for further review by any of CADE's commissioners; or
(B) in the event that any appeal is filed, further review is requested by CADE's Tribunal or CADE's General Superintendence Office does not clear the Transaction without conditions and refers the Transaction to CADE's tribunal, the publication of the final decision approving the Transaction by CADE's tribunal without any conditions or on terms reasonably satisfactory to Zurich, deemed unappealable at the administrative sphere.
Japan
9. Insofar as the Transaction satisfies the pre-merger notification thresholds identified in the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade of 1947 (''FTA''), the submission by Zurich to, and acceptance by the Japan Fair Trade Commission (''JFTC'') of, a notification under the FTA, in respect of the Transaction and the clearance or deemed clearance (through the expiration of the relevant waiting periods (including any extensions thereof)) by the JFTC under the FTA of the Transaction, on terms reasonably satisfactory to Zurich.
Regulatory Conditions
United Kingdom
10. The appropriate regulator (as defined in section 178(2A) of FSMA) of each UK authorised person (as defined in section 191G of FSMA) within the Wider Beazley Group in which Zurich and any other person who, for the purposes of section 178 of FSMA, would be a controller (as such term is defined under section 422 of FSMA) (each a "Controller"), as a result of the implementation of the Transaction, will acquire control or (if applicable) increase control over (within the meaning of Part XII FSMA):
(A) having given notice for the purpose of section 189(4)(a) of FSMA that it has determined to approve such acquisition of or increase in control unconditionally;
(B) having given notice for the purpose of section 189(7) of FSMA that it has determined to approve such acquisition of or increase in control subject to conditions, with such conditions being satisfactory to Zurich or such other Controller (as applicable) (acting reasonably); or
(C) being treated, by virtue of section 189(6) of FSMA, as having approved such acquisition of or increase in control;
where references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009 (as amended from time to time).
11. Lloyd's (acting through the Council of Lloyd's) having given its consent in writing, pursuant to (i) paragraph 12 of the Lloyd's Membership Byelaw, in respect of each member of the Wider Zurich Group that will become a controller of each of Beazley Underwriting Limited, Beazley Staff Underwriting Limited, Beazley Corporate Member (No.2) Limited, Beazley Corporate Member (No.3) Limited, and Beazley Corporate Member (No.6) Limited (the "Beazley Corporate Members") as a result of the Transaction becoming Effective, to each such person becoming a controller of the Beazley Corporate Members; and (ii) paragraph 43 of the Lloyd's Underwriting Byelaw, in respect of each member of the Wider Zurich Group that will become a controller of Beazley Furlonge Limited as a result of the Transaction becoming Effective, to each such person becoming a controller of Beazley Furlonge Limited; where, in each case, the meaning of "controller" follows that of the relevant byelaw.
Ireland
12. The CBI giving notice in writing pursuant to Chapter 4 of Part 4, of the European Union (Insurance and Reinsurance) Regulations 2015 (the "2015 Regulations") of its non-objection (or non-objection subject to conditions that are satisfactory to Zurich, acting reasonably) or being deemed as having given its approval under Regulation 67(4) of the 2015 Regulations in respect of each person and entity that, directly or indirectly, will acquire a qualifying holding (as set out in Regulation 3 of the 2015 Regulations) or (if applicable) cross an applicable prescribed percentage (as set out in Chapter 4 of Part 4 of the 2015 Regulations) in respect of any member of the Wider Beazley Group which is an Irish insurance undertaking (as defined in Regulation 3 of the 2015 Regulations), and which would result from the implementation of all the steps necessary to result in the Transaction becoming Effective, and the CBI not having unilaterally withdrawn any authorisation or imposed or materially varied any condition of authorisation, and not having notified (or communicated that it intends to notify) any proposal to withdraw any authorisation or impose or materially vary any condition of authorisation (within the meaning of the 2015 Regulations) applicable to any such insurance undertaking and, in the case of any imposition or material variation of any condition of authorisation, where such imposition or variation would have a materially adverse effect in the context of the Wider Beazley Group, at the date of this Announcement.
Switzerland
13. Zurich and/or ZIC having notified FINMA of the Transaction in accordance with Article 21(1) of the Swiss Insurance Supervision Act (Versicherungsaufsichtsgesetz) of 17 December 2004 (SR 961.01) and FINMA having given notice in writing to Zurich and/or ZIC confirming that:
(A) it has no objection to the Transaction or has approved the Transaction without conditions; or
(B) it has approved with conditions that are satisfactory to Zurich, acting reasonably.
Malta
14. The approval of the MFSA, as required under Articles 10 and 10A of the Investment Services Act (Chapter 370 of the Laws of Malta) (the "ISA"), for the acquisition by Zurich (together with any other person who would, for the purposes of Articles 2 and 10(1) of the ISA, be regarded as acquiring or increasing a qualifying shareholding - being, directly or indirectly, 10 per cent. or more of the share capital or voting rights of Falcon Money Management Limited, or the ability to exercise significant influence over its management - or an increase crossing any of the thresholds set out in Article 10(1)(c) of the ISA (each a "Proposed Acquirer")) of a 25 per cent. holding in Falcon Money Management Limited, an investment services licence holder under the ISA.
15. Such approval to be evidenced by the MFSA:
(A) confirming, pursuant to Article 10A(7)(a) of the ISA, that it approves the proposed acquisition unconditionally;
(B) confirming, pursuant to Article 10A(7)(b) of the ISA, that it approves the proposed acquisition subject to conditions, provided that any such conditions are satisfactory to Zurich or the relevant Proposed Acquirer (acting reasonably); or
(C) where applicable, that the MFSA is deemed to have approved the proposed acquisition under Article 10A(11) of the ISA, following expiry of the applicable assessment period without an objection.
For the purposes of paragraphs 14 and 15, references to "qualifying shareholding", "voting rights", "significant influence", "approval" and "assessment period" shall be construed in accordance with Articles 2, 10 and 10A of the ISA.
United States
16. The CID having approved, pursuant to Conn. Gen. Stat. § 38a-130, any acquisition of control arising from the Transaction, provided that any conditions, obligations or restrictions to which such approval is subject are satisfactory to Zurich (acting reasonably).
Other third party clearances
17. Other than in respect of or in connection with the Conditions set out in paragraphs 3 to 16 (inclusive) above, the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person of an equivalent nature to the foregoing in any jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Beazley Group taken as a whole) arising as a result of or in connection with the Scheme or the Transaction.
18. Other than in respect of or in connection with the Conditions set out in paragraphs 3 to 16 (inclusive) above, all notifications, filings or applications which are necessary or are reasonably considered appropriate having been made in connection with the Transaction and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Transaction or the acquisition by any member of the Wider Zurich Group of any shares or other securities in, or control of, Beazley and all authorisations, orders, recognitions, grants, consents, determinations, licences, confirmations, clearances, permissions, exemptions and approvals deemed necessary or are reasonably considered appropriate by Zurich (in each such case, acting reasonably) for or in respect of the Transaction, or the proposed direct or indirect acquisition of any shares or other securities in, or control of, Beazley or any member of the Wider Beazley Group by any member of the Wider Zurich Group having been obtained on terms and in a form reasonably satisfactory to Zurich (in each such case, acting reasonably) from all appropriate Third Parties and all such authorisations, orders, recognitions, grants, consents, determinations, licences, confirmations, clearances, exemptions, permissions and approvals or non-objections necessary or reasonably considered appropriate to carry on the business of any member of the Wider Beazley Group, in each case which are material in the context of the Wider Zurich Group or the Wider Beazley Group as a whole or for or in respect of the Transaction remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice of any intention to revoke or not to renew any of the same at the time at which the Transaction becomes otherwise unconditional.
19. Other than in respect of or in connection with the Conditions set out in paragraphs 3 to 16 (inclusive) above, no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having required any action to be taken, or otherwise having done anything or taken any action or step, or having enacted, made or proposed any statute, regulation, decision or order or change to published practice, and there not continuing to be outstanding any statute, regulation or decision which would reasonably be expected to:
(A) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Zurich Group or any member of the Wider Beazley Group of all or any material portion of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Beazley Group taken as a whole;
(B) require, prevent or materially delay the divestiture by any member of the Wider Zurich Group of any shares or other securities in Beazley;
(C) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Zurich Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Beazley Group or to exercise voting or management control over any such member;
(D) impose any material limitation on, or result in any material delay in, the ability of any member of the Wider Zurich Group or of the Wider Beazley Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any member of the Wider Zurich Group or of the Wider Beazley Group in a manner which is materially adverse in the context of the Wider Zurich Group or the Wider Beazley Group each taken as a whole;
(E) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Zurich Group or of any member of the Wider Beazley Group to an extent which is material in the context of the Wider Zurich Group or the Wider Beazley Group in either case taken as a whole;
(F) make the Scheme or the Transaction or, in each case, its implementation or the acquisition or proposed acquisition by Zurich or any member of the Wider Zurich Group of any shares or other securities in, or control of, Beazley void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay, challenge, in each case, materially, or otherwise materially interfere with the same, or impose material additional conditions or obligations with respect thereto;
(G) (save as envisaged by the Transaction) require any member of the Wider Beazley Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Beazley Group owned by any Third Party where such acquisition is material in the context of the Wider Beazley Group in either case taken as a whole; or
(H) result in any member of the Wider Beazley Group ceasing to be able to carry on business under any name under which it presently does so where this has or will have a material adverse effect in the context of the Wider Beazley Group taken as a whole,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or any other such step under the laws of any jurisdiction in respect of the Scheme or the Transaction, or the acquisition or proposed acquisition of any Beazley Shares having expired, lapsed or been terminated.
Certain matters arising as a result of any arrangement, agreement etc.
20. Save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Beazley Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance, which in consequence of the Transaction, or the acquisition or proposed acquisition of any shares or other securities (or equivalent) in Beazley or because of a change in the control or management of Beazley or otherwise, could or might reasonably be expected to result in any of the following (to an extent which is material and adverse in the context of the Wider Beazley Group taken as a whole):
(A) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(B) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
(C) any asset or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;
(D) the creation, save in the ordinary course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;
(E) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated or adversely modified or affected;
(F) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
(G) any such member ceasing to be able to carry on business under any name under which it presently does so; or
(H) the creation or acceleration of any liability, actual or contingent, by any such member, other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Transaction,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Beazley Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events that would fall within the scope of this paragraph 20.
Certain events occurring since Last Accounts Date
21. Save as Disclosed, no member of the Wider Beazley Group having, since the Last Accounts Date:
(A) save as between Beazley and wholly-owned subsidiaries of Beazley or for Beazley Shares issued under or pursuant to the exercise of options and vesting of awards granted under the Beazley Share Plans in the ordinary course, issued, or agreed to issue, authorised or proposed the issue of additional shares of any class;
(B) save as between Beazley and wholly-owned subsidiaries of Beazley or for the grant of options and awards under the Beazley Share Plans in the ordinary course, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or to acquire, any such shares or convertible securities;
(C) other than to another member of the Wider Beazley Group or in connection with the Beazley Share Plans, sold (or agreed to transfer or sell) any Beazley Shares held in treasury;
(D) other than to another member of the Beazley Group, recommended, declared, paid or made or proposed or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;
(E) save for intra-Beazley Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent material in the context of the Wider Beazley Group taken as a whole;
(F) save for intra-Beazley Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital, in each case, to the extent material in the context of the Wider Beazley Group taken as a whole;
(G) save for intra-Beazley Group transactions, issued, authorised or proposed the issue of any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Beazley Group taken as a whole;
(H) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (A) or (B) of this paragraph 21, made any other change to any part of its share capital, in each case, to an extent which is material in the context of the Beazley Group taken as a whole;
(I) other than pursuant to the Transaction (and except for transactions between Beazley and its wholly-owned subsidiaries or between wholly-owned subsidiaries of Beazley), implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the Beazley Group taken as a whole;
(J) entered into or materially changed the terms of any contract, agreement or arrangement with any director or senior executive of any member of the Wider Beazley Group;
(K) entered into or varied or authorised or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or would be reasonably likely to be restrictive on the business of any member of the Wider Beazley Group which involves or could involve an obligation of such a nature or magnitude which is other than in the ordinary course of business and is material or in each case would be reasonably likely to be material in the context of the Wider Beazley Group taken as a whole;
(L) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or entered into negotiations or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, or petition presented or made for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed or any analogous person appointed in any jurisdiction to an extent which is material in the context of the Beazley Group taken as a whole;
(M) commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise, in each case to an extent which is material in the context of the Beazley Group taken as a whole;
(N) waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Beazley Group taken as a whole;
(O) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Beazley Group other than to a nature and extent which is normal in the context of the business concerned, and in each such case which is material or would be reasonably likely to be material in the context of the Wider Beazley Group taken as a whole;
(P) made any material alteration to its memorandum or articles of association or other constitutional documents;
(Q) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in each case with a material adverse effect on the Beazley Group taken as a whole;
(R) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced any intention to, or proposed to, effect any of the transactions, matters or events that would fall within the scope of this paragraph 21;
(S) made or agreed or consented to any change to:
(i) the terms of the trust deeds or other governing documents constituting the pension scheme(s) established by any member of the Wider Beazley Group for its directors, employees or their dependents;
(ii) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
(iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,
and, in each case, to the extent material in the context of the Wider Beazley Group taken as a whole;
(T) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit (including for the avoidance of doubt and without limitation the Beazley Share Plans) constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Beazley Group which is material in the context of the Wider Beazley Group taken as a whole; or
(U) taken (or agreed or proposed to take) any action since the start of the Offer Period which requires, or would require, the consent of the Panel or the approval of Beazley Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code.
No adverse change, litigation or regulatory enquiry
22. Save as Disclosed, since the Last Accounts Date:
(A) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits, operational performance or prospects of any member of the Wider Beazley Group which, in any such case, is material in the context of the Wider Beazley Group taken as a whole and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration which is material in the context of the Wider Beazley Group taken as a whole;
(B) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Beazley Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, any Third Party against or in respect of any member of the Wider Beazley Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Beazley Group which in any such case has adversely affected, or might reasonably be expected to adversely affect, any member of the Wider Beazley Group in a way that is material in the context of the Wider Beazley Group taken as a whole;
(C) no contingent or other liability having arisen or become apparent to Zurich or increased which has adversely affected, or might reasonably be expected to adversely affect, any member of the Wider Beazley Group in a way that is material in the context of the Wider Beazley Group taken as a whole;
(D) no member of the Wider Beazley Group having conducted its business in breach of any applicable laws and regulations which is material in the context of the Wider Beazley Group taken as a whole; and
(E) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider Beazley Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has, had or would reasonably be expected to have, an adverse effect which is material in the context of the Wider Beazley Group taken as a whole.
No discovery of certain matters regarding information, liabilities and environmental issues
23. Save as Disclosed, Zurich not having discovered:
(A) that any financial, business or other information concerning the Wider Beazley Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Beazley Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Zurich, in each case, to the extent material in the context of the Wider Beazley Group taken as a whole;
(B) that any member of the Wider Beazley Group is subject to any liability (actual or contingent), in each case, to the extent material in the context of the Wider Beazley Group taken as a whole; or
(C) any information which affects the import of any information Disclosed at any time by or on behalf of any member of the Wider Beazley Group and which is material in the context of the Wider Beazley Group taken as a whole.
Intellectual Property
24. Save as Disclosed and since the Last Accounts Date, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Beazley Group which would have a material adverse effect on the Wider Beazley Group taken as a whole, including:
(A) any member of the Wider Beazley Group losing its title to any material intellectual property used in its business, or any intellectual property owned by any member of the Wider Beazley Group and material to its business being revoked, cancelled or declared invalid;
(B) any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Beazley Group to, or the validity or effectiveness of, any of its material intellectual property; or
(C) any agreement regarding the use of any material intellectual property licensed to or by any member of the Wider Beazley Group being terminated or varied.
Anti-corruption, economic sanctions, criminal property and money laundering
25. Save as Disclosed, Zurich not having discovered that:
(A) any:
(i) past or present member, director, officer or employee of the Wider Beazley Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or
(ii) person that performs or has performed services for or on behalf of the Wider Beazley Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;
(B) any asset of any member of the Wider Beazley Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Beazley Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;
(C) any past or present member, director, officer or employee of the Wider Beazley Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
(i) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Revenue and Customs; or
(ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;
(D) any past or present member, director, officer or employee of the Wider Beazley Group, or any other person for whom any such person may be liable or responsible:
(i) has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the US Anti-Terrorism Act;
(ii) has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the US Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the US Department of State;
(iii) has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organisation or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
(E) any member of the Wider Beazley Group is or has been engaged in any transaction which would cause Zurich or any member of the Wider Zurich Group to be in breach of any law or regulation upon Completion, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue and Customs, or any other relevant government authority.
Part B: FURTHER TERMS OF THE TRANSACTION
1. Subject to the requirements of the Panel and the Takeover Code, Zurich reserves the right in its sole discretion to:
(A) waive or extend the deadline set out in paragraph 1 of Part A of this Appendix 1, and any of the deadlines set out in paragraph 2 of Part A of this Appendix 1 for the timing of the Court Meeting, the General Meeting and the Scheme Court Hearing. If any such deadline is not met, Zurich shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Beazley (or, as the case may be, the Panel) to extend the deadline in relation to the relevant Condition; and
(B) waive, in whole or in part, all or any of the Conditions set out in Part A of this Appendix 1 above, except for Conditions 1, 2(A)(i), 2(B)(i), 2(C)(i) and 2(C)(iii) which cannot be waived.
2. Conditions set out in paragraphs 2(A), 2(B), 3 to 25 (inclusive) of Part A of this Appendix 1 must each be satisfied, determined by Zurich to remain satisfied or (if capable of waiver) be waived by Zurich by no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing. Zurich shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of the Conditions set out in paragraphs 3 to 25 (inclusive) of Part A of this Appendix 1 that it is entitled (with the consent of the Panel and subject to the requirements of the Takeover Code) to invoke, by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Conditions may not be capable of fulfilment.
3. Under Rule 13.5(a) of the Takeover Code, Zurich may not invoke a Condition to the Transaction so as to cause the Transaction not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Zurich in the context of the Transaction. Zurich may only invoke a condition that is subject to Rule 13.5(a) with the consent of the Panel and any condition that is subject to Rule 13.5(a) may be waived by Zurich. Conditions set out in paragraphs 1, 2(A), 2(B) and 2(C) of Part A of this Appendix 1, and if applicable, any acceptance condition if the Transaction is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.
4. If Zurich is required by the Panel to make an offer for Beazley Shares under the provisions of Rule 9 of the Takeover Code, Zurich may make such alterations to any of the Conditions and the terms of the Transaction as are necessary to comply with the provisions of Rule 9 of the Takeover Code.
5. Zurich reserves the right (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to elect to implement the Transaction by way of a Takeover Offer (whether by itself or by ZIC) for the entire issued and to be issued share capital of Beazley not already held by the Wider Zurich Group as an alternative to the Scheme. In such an event, the Transaction will be implemented, without prejudice and subject to the terms of the Co-operation Agreement, on substantially the same terms and conditions, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Transaction including (without limitation) the inclusion of an acceptance condition set at 75 per cent. of the Beazley Shares to which such Takeover Offer relates (or such other percentage as Zurich may, subject to the rules of the Takeover Code and the terms of the Co-operation Agreement and with the consent of the Panel, decide, being in any case more than 50 per cent. of the Beazley Shares), save that any such Takeover Offer may be, at Zurich's discretion, made by ZIC. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Beazley Shares are otherwise acquired, it is the intention of Zurich that either itself or ZIC (as applicable) applies the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Beazley Shares in respect of which the Takeover Offer has not been accepted.
6. Beazley Shares which will be acquired pursuant to the Transaction will be acquired fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by reduction of share capital or share premium account or otherwise) by reference to a record date after the Effective Date.
7. If, on or after the date of this Announcement and on or prior to the Effective Date, any dividend, distribution or other return of capital is announced, declared, made, or paid or becomes payable in respect of Beazley Shares (other than, or in excess of, the Permitted Dividend) Zurich reserves the right (without prejudice to any right Zurich may have, with the consent of the Panel, to invoke the Condition set out in paragraph 21(D) of Part A of this Appendix 1) to reduce the Cash Consideration by an amount up to the amount of any such dividend, other distribution or return of capital, in which case any reference in this Announcement or in the Scheme Document to the Cash Consideration will be deemed to be a reference to the Cash Consideration so reduced. If (but only to the extent) Zurich exercises this right or makes such a reduction in respect of a dividend, other distribution or return of capital, Beazley Shareholders shall be entitled to receive and retain any such dividend, distribution, or other return of capital declared, made, or paid. For the avoidance of doubt, any exercise by Zurich of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Transaction.
8. Except with the Panel's consent, settlement of the Cash Consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Zurich may otherwise be, or claim to be, entitled as against such Scheme Shareholder and will be effected in the manner described in this Announcement.
9. The availability of the Transaction to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable 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 Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.
10. The Transaction will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Transaction will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
11. The Scheme and the Transaction will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales and to the conditions and further terms set out in this Announcement and in the Scheme Document. The Transaction and the Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the Registrar of Companies.
12. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used.
1. All references to Beazley Shares are to Beazley ordinary shares of £0.05 each.
2. As at the close of business on the Last Practicable Date, Beazley had in issue 599,509,906 Beazley Shares.
3. The fully-diluted share capital of Beazley (being 614,846,712 Beazley Shares) has been calculated on the basis of:
(A) the number of issued Beazley Shares referred to in paragraph 2 of this Appendix 2 above; plus
(B) any further Beazley Shares which may be issued on or after the date of this Announcement on the vesting of awards or exercise of options under the Beazley Share Plans that were outstanding as at the Last Practicable Date, amounting in aggregate up to a maximum of 25,747,496 Beazley Shares (excluding any additional Beazley Shares that may be provided by way of dividend equivalents); less
(C) 10,410,690 Beazley Shares as at the Last Practicable Date, held by the employee benefit trust of the Beazley Group that can be used to satisfy the vesting of awards or exercise of options under the Beazley Share Plans.
References to Beazley's fully-diluted market capitalisation are calculated on
the basis of the fully-diluted share capital of 614,846,712 Beazley Shares.
4. A value of approximately £8.1 billion for the entire issued and to be issued share capital of Beazley is calculated on the basis of:
(A) Beazley Shareholders being entitled to receive the Cash Consideration of 1,310 pence per Beazley Share pursuant to the terms of the Transaction; and
(B) the fully-diluted number of Beazley Shares referred to in paragraph 3 of this Appendix 2 above.
5. A value of approximately £8.2 billion for the entire issued and to be issued share capital of Beazley is calculated on the basis of:
(A) Beazley Shareholders being entitled to receive a total value of up to 1,335 pence per Beazley Share pursuant to the terms of the Transaction, comprising the Cash Consideration and the Permitted Dividend (assuming the Permitted Dividend is paid in full); and
(B) the fully-diluted number of Beazley Shares referred to in paragraph 3 of this Appendix 2 above.
6. The implied 2.44x multiple of Beazley's tangible net asset value is calculated on the basis of:
(A) Beazley Shareholders being entitled to the Cash Consideration of 1,310 pence per Beazley Share; divided by
(B) Beazley's net tangible assets of 536.1 pence per share as at 30 June 2025, based on Beazley's interim results for the six-month period ended on 30 June 2025.
7. The implied 2.5x multiple of Beazley's tangible net asset value is calculated on the basis of:
(A) Beazley Shareholders being entitled to receive a total value of up to 1,335 pence per Beazley Share pursuant to the terms of the Transaction, comprising the Cash Consideration and the Permitted Dividend (assuming the Permitted Dividend is paid in full); divided by
(B) Beazley's net tangible assets of 536.1 pence per share as at 30 June 2025, based on Beazley's interim results for the six-month period ended on 30 June 2025.
8. The implied 10.8x multiple of Beazley's earnings is calculated on the basis of:
(A) Beazley Shareholders being entitled to the Cash Consideration of 1,310 pence per Beazley Share; divided by
(B) Beazley's basic EPS of 120.8 pence per share for the 12 months prior to 30 June 2025.
9. Zurich's expectation that the Transaction will deliver:
(A) mid-single digit Core EPS accretion from the first year of completion is based on cost synergies and before considering additional growth opportunities; and
(B) double-digit return on investment in the medium term is assessed on an unlevered basis and based on cost synergies, before considering additional growth opportunities and one-off capital extractions.
10. Unless otherwise specified: (A) all prices quoted for Beazley Shares are Closing Prices; (B) the volume weighted average Closing Price of Beazley Shares has been derived from Bloomberg; and (C) the number of days referenced as part of volume weighted average share prices reflect trading days.
11. The exchange rate of £1:US$1.3447 for the conversion of US Dollars into pounds Sterling has been derived from Bloomberg and is based on the exchange rate as at 4.00 p.m. (London time) on the Last Practicable Date.
12. Unless otherwise stated, financial information relating to the Beazley Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Beazley for the year ended 31 December 2024 and, Beazley's announcement dated 13 August 2025 of its half-yearly financial results.
13. Certain figures included in this Announcement have been subject to rounding adjustments.
14. The total issued and to be issued share capital of Beazley does not include the Deferred Shares.
15. In relation to Zurich's differentiated pricing trends, rate changes in 2025 are positive for marine, casualty, energy casualty, A&H, engineering, flat for credit & surety and negative for financial lines, property, energy property and cyber.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Zurich has received irrevocable undertakings from each of the Beazley
Directors listed below to vote in favour of the Scheme at the Court Meeting
and the resolutions relating to the Transaction at the General Meeting in
respect of, in aggregate, 1,957,497 Beazley Shares representing approximately
0.33 per cent. of the existing ordinary share capital of Beazley.
Name Number of Beazley Shares Percentage of Beazley issued share capital
Adrian Cox 1,266,051 0.21%
Barbara Plucnar Jensen 0 -
Paul Bantick 299,982 0.05%
Clive Bannister 138,000 0.02%
Robert Stuchbery 103,978 0.02%
Nicola Hodson 1,824 0.00%
Anthony Reizenstein 27,612 0.00%
Pierre-Olivier Desaulle 27,464 0.00%
Rajesh Agrawal 33,000 0.01%
Fiona Muldoon 10,000 0.00%
Cecilia Reyes Leuzinger 26,086 0.00%
Carolyn Johnson 23,500 0.00%
Total 1,957,497 0.33%
The irrevocable undertakings given by the Beazley Directors also extend to any
Beazley Shares acquired by the Beazley Directors as a result of the vesting of
awards or the exercise of options under the Beazley Share Plans (or any
previous Beazley incentive plans).
The irrevocable undertakings given by the Beazley Directors will continue to
be binding in the event that a higher competing offer is made for Beazley.
However, the obligations of the Beazley Directors listed above under the
irrevocable undertakings will lapse and cease to have effect:
· immediately if the Scheme Document has not been posted within 28
days of the issue of the Announcement or within such longer period as may be
permitted by the Panel (other than in circumstances where, if Zurich has,
prior to the Long Stop Date, elected to exercise its right to proceed with the
Transaction by way of a Takeover Offer (whether by itself or by ZIC) this
period shall be extended to refer to within 28 days of the issue of the press
announcement announcing the change in structure or any such date as the Panel
may require);
· on and from the earlier of: (i) 11:59pm on the Long Stop Date; or
(ii) the time and date on which the Acquisition is withdrawn or lapses,
provided that this shall not apply where (i) the Transaction is withdrawn or
lapses as a result of Zurich exercising its right, in accordance with the
Takeover Code and the Co-operation Agreement, to implement the Transaction by
way of a Takeover Offer (whether by itself or by ZIC) rather than by way of a
Scheme or vice versa; or (ii) within five (5) Business Days of the Transaction
being withdrawn or lapsing, Zurich announces a new, revised or replacement
Scheme or Takeover Offer, in accordance with Rule 2.7 of the Takeover Code, in
its place and on the same or improved terms;
· if Zurich announces (with the consent of the Panel) that it does
not intend to proceed with the Transaction and no new, revised or replacement
Scheme or Takeover Offer is announced by Zurich in accordance with Rule 2.7 of
the Takeover Code at the same time; or
· any offer (whether made by way of an offer or scheme of
arrangement) made by a third party for the entire issued share capital of
Beazley becomes or is declared wholly unconditional if implemented by way of a
Takeover Offer or, if proceeding by way of a scheme of arrangement, becomes
effective.
APPENDIX 4
DEFINITIONS
"Accelerated Bookbuild" an equity raise to be implemented by Zurich by way of a capital increase and
share placement through an accelerated bookbuild;
"Announcement" this announcement made pursuant to Rule 2.7 of the Takeover Code;
"Beazley" Beazley plc, a public company limited by shares incorporated in England and
Wales with registered number 09763575;
"Beazley Articles" the memorandum and articles of association of Beazley from time to time;
"Beazley Board" or "Beazley Directors" the board of directors of Beazley at the time of this Announcement or, where
the context so requires, the directors of Beazley from time to time;
"Beazley Group" Beazley and its subsidiaries and associated undertakings from time to time;
"Beazley Meetings" the Court Meeting and the General Meeting;
"Beazley Resolutions" such shareholder resolutions of Beazley as are necessary to enable Beazley to
approve, implement and effect the Scheme and the Transaction, including
(without limitation) a resolution to amend the Beazley Articles to incorporate
provisions requiring any Beazley Shares issued after the Scheme Record Time
(other than to Zurich and/or its nominees) to be automatically transferred to
Zurich (or as it may direct) on the same terms as the Transaction (other than
as to timings and formalities);
"Beazley Share Plans" the LTIP, the DSP, the Beazley Group Retention Plan 2016, the Beazley Group
Save-As-You-Earn Share Option Plan 2022 (including the international
appendices thereto), the Beazley Group Savings-Related Share Option Plan for
U.S. Employees 2025, the Beazley Group UK Share Incentive Plan 2023, and the
Beazley Group International Share Incentive Plan 2023, and any other
individual agreements under which awards have been granted to individuals with
terms that are substantially the same as awards granted under such plans, in
each case, as amended from time to time;
"Beazley Shareholders" the persons appearing on the register of members of Beazley as at the relevant
time;
"Beazley Shares" the Ordinary Shares in the capital of Beazley;
"Blocking Law" means: (i) any provision of Council Regulation (EC) No 2271/1996 of 22
November 1996 (or any law or regulation implementing such Regulation in any
member state of the European Union or the United Kingdom); or (ii) any similar
blocking or anti-boycott law;
"Bridge Facilities" the term loan facilities agreement entered into on 2 March 2026 among ZIC (as
borrower), UBS (as original facility agent), and certain other financial
institutions named therein (as lenders);
"Business Day" a day (other than a Saturday, Sunday, public or bank holiday) on which banks
are generally open for business in London;
"Cash Consideration" 1,310 pence in cash per Beazley Share;
"CBI" the Central Bank of Ireland;
"CID" Connecticut Insurance Department;
"Clean Team Agreement" the clean team agreement entered into between Zurich and Beazley dated 5
February 2026;
"Closing Price" the closing middle market quotation for a Beazley Share in pounds Sterling on
the trading day to which such price relates, as quoted on the London Stock
Exchange and derived from Bloomberg;
"CMA" the Competition and Markets Authority;
"Co-operation Agreement" the co-operation agreement entered into between Zurich and Beazley on the date
of this Announcement;
"Combined Group" the enlarged group comprising the Zurich Group and the Beazley Group following
the Transaction becoming Effective;
"Combined Specialty Business" the combination of Beazley and Zurich's existing Specialty businesses to
operate as a global business unit reporting within the Zurich Group;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Completion" the Transaction becoming Effective in accordance with its terms;
"Conditions" the conditions to which the Transaction is subject, as set out in Appendix 1
to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement entered into between Zurich and Beazley in
relation to the Transaction dated 5 February 2026;
"Core EPS" core earnings per share;
"Core RoE" core return on equity;
"Court" the High Court of Justice of England and Wales;
"Court Meeting" the meeting(s) of Beazley Shareholders to be convened pursuant to an order of
the Court under Part 26 of the Companies Act, notice of which will be set out
in the Scheme Document, for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment) and any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act;
"Court Sanction Date" means the date on which the Court sanctions the Scheme under section 899 of
the Companies Act;
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001 (SI 2001/3755)) in respect of which Euroclear UK & International
Limited is the Operator (as defined in the Regulations);
"Dealing Disclosure" has the meaning given in Rule 8 of the Takeover Code;
"Deferred Shares" the deferred non-voting shares of one pound each in the capital of Beazley;
"Disclosed" information disclosed by, or on behalf of, Beazley:
(a) in: (i) Beazley's interim results for the six month period ended
on 30 June 2025; and (ii) Beazley's annual report and accounts for the
financial year ended 31 December 2024;
(b) as fairly disclosed prior to the date of this Announcement by, or on
behalf of, Beazley to Zurich (or its respective officers, employees, agents or
advisers in their capacity as such), including (without limitation) in the
virtual data room operated on behalf of Beazley in respect of the Transaction
which Zurich and/or its advisers were able to access on or prior to the Last
Practicable Date;
(c) in a public announcement by Beazley prior to the date of this
Announcement (by delivery of an announcement to a Regulatory Information
Service);
(d) in this Announcement; or
(e) in any filings made by Beazley with the Registrar of Companies in
the last five years;
"DSP" the Beazley Group Deferred Share Plan 2022;
"Effective" (a) if the Transaction is implemented by way of the Scheme, the Scheme
having become effective pursuant to and in accordance with its terms; or
(b) if the Transaction is implemented by way of a Takeover Offer (with
the consent of the Panel, and subject to the terms of the Co-operation
Agreement), the Takeover Offer having been declared or having become
unconditional in accordance with the requirements of the Takeover Code;
"Effective Date" the date on which the Transaction becomes Effective in accordance with its
terms;
"EPS" earnings per share;
"Equiniti Limited" Equiniti Limited, a private company limited by shares incorporated in England
and Wales with registered number 06226088;
"Excluded Shares" any Beazley Shares which are: (a) registered in the name of, or beneficially
owned by, any member of the Zurich Group (or any person as nominee for any
such member of the Zurich Group); or (b) held by Beazley in treasury (within
the meaning of the Companies Act), in each case as at the Scheme Record Time;
"FCA" the Financial Conduct Authority of the United Kingdom, acting in its capacity
as the competent authority for the purposes of FSMA, or any successor
regulatory body;
"FINMA" the Swiss Financial Market Supervisory Authority FINMA;
"Forms of Proxy" the forms of proxy for use in connection with the Court Meeting and the
General Meeting (as applicable) which shall accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting" the general meeting of Beazley (including any adjournment or postponement
thereof) to be convened in connection with the Scheme for the purpose of
considering, and, if thought fit, approving, the Beazley Resolutions;
"ISA" Investment Services Act (Chapter 370 of the Laws of Malta);
"Joint Defence Agreement" the joint defence agreement entered into between Zurich, Beazley and their
respective external counsel dated 11 February 2026;
"Last Accounts Date" 31 December 2024;
"Last Practicable Date" 27 February 2026, being the last Business Day before the date of this
Announcement;
"Lloyd's" the Society of Lloyd's created by the Lloyd's Act 1871-1982, or any successor
thereto;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 2 June 2027 or such later date, if any, (a) as Zurich and Beazley may agree in
writing, or (b) (in a competitive situation) as may be specified by Zurich
with the consent of the Panel, and in each case that (if so required) the
Court may allow;
"LTIP" the Beazley Group Long Term Incentive Plan 2022;
"MFSA" the Malta Financial Services Authority;
"Offer Document" should the Transaction be implemented by means of the Takeover Offer, the
document to be sent to Beazley Shareholders which will contain, among other
things, the terms and conditions of the Takeover Offer;
"Offer Period" the offer period (as defined in the Takeover Code) relating to Beazley which
commenced on 19 January 2026;
"Official List" the official list maintained by the FCA;
"Opening Position Disclosure" an announcement containing details of interests or short positions in, or
rights to subscribe for, any relevant securities of a party to the Takeover
Offer if the person concerned has such a position;
"Ordinary Shares" the ordinary shares of five pence each in the capital of Beazley;
"Overseas Shareholders" Beazley Shareholders who are resident in, ordinarily resident in, or citizens
of, jurisdictions outside the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Permitted Dividend" interim dividend payment of 25 pence per Beazley Share in relation to the year
ended 31 December 2025, approved by the Beazley Directors on or prior to the
date of this Announcement, expected to be paid on 1 May 2026 and in any case
prior to the Effective Date;
"PRA" the Prudential Regulation Authority of the United Kingdom as defined in FSMA,
or any successor regulatory authority;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Transaction is sent or made available to Beazley Shareholders in that
jurisdiction;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Beazley and the Scheme Shareholders to implement the Transaction, with or
subject to any modification, addition or condition imposed by the Court and
agreed to by Beazley and Zurich;
"Scheme Court Hearing" the hearing of the Court of the application to sanction the Scheme under Part
26 of the Companies Act and any adjournment, postponement or reconvening
thereof;
"Scheme Document" the document to be dispatched to Beazley Shareholders and persons with
information rights setting out, among other things, the details of the
Transaction, the full terms and conditions of the Scheme and containing the
notices convening the Court Meeting and the General Meeting (including any
supplementary scheme document);
"Scheme Record Time" the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the date of the Scheme Court Hearing or such later time as Zurich
and Beazley may agree and that (if so required) the Court may allow;
"Scheme Shareholder" the holders of Scheme Shares;
"Scheme Shares" (a) the Beazley Shares in issue as at the date of the Scheme Document;
(b) Beazley Shares (if any) issued after the date of the Scheme Document and
prior to the Scheme Voting Record Time; and
(c) Beazley Shares (if any) issued at or after the Scheme Voting Record Time
and prior to the Scheme Record Time (including,- for- the -avoidance- of
-doubt, -any Beazley Shares issued- to- satisfy- the -vesting- of awards
-pursuant- to the Beazley Share Plan) in respect of which the original or any
subsequent holder thereof is bound by the Scheme, or shall by such time have
agreed in writing to be bound by the Scheme,
in each case remaining in issue at the Scheme Record Time, but excluding any
Excluded Shares;
"Scheme Voting Record Time" the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined;
"SEC" the United States Securities and Exchange Commission;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital of
such undertaking;
"Solvency II Staff" any employee of the Beazley Group immediately prior to the Effective Date
identified in accordance with Rule 3A.1 in the Conditions Governing Business
Part of the PRA Rulebook;
"SST" the Swiss Solvency Test as applied by FINMA;
"Takeover Code" the City Code on Takeovers and Mergers, as amended from time to time;
"Takeover Offer" if, subject to the consent of the Panel and the terms of the Co-operation
Agreement, the Transaction is implemented by way of a takeover offer (as
defined in Chapter 3 of Part 28 of the Companies Act), the offer to be made by
or on behalf of Zurich or, at Zurich's election, ZIC to acquire the entire
issued and to be issued share capital of Beazley and, where the context
admits, any subsequent revision, variation, extension or renewal of such
offer;
"Third Party" has the meaning given in paragraph 17 of Part A of Appendix 1 to this
Announcement;
"Transaction" the proposed acquisition of the entire issued and to be issued share capital
of Beazley by ZIC, to be effected by the Scheme as described in this
Announcement (or by the Takeover Offer under certain circumstances described
in this Announcement);
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia;
"US Exchange Act" US Securities Exchange Act of 1934, as amended;
"US$" or "US Dollars" the lawful currency of the United States from time to time;
"Wider Beazley Group" Beazley and its subsidiaries, subsidiary undertakings, associated undertakings
and any other body corporate, partnership, joint venture or person in which
Beazley and/or such subsidiaries or undertakings (aggregating their interests)
have a Significant Interest;
"Wider Zurich Group" Zurich and its subsidiaries, subsidiary undertakings, associated undertakings
and any other body corporate, partnership, joint venture or person in which
Zurich and/or such subsidiaries or undertakings (aggregating their interests)
have a Significant Interest;
"ZIC" Zurich Insurance Company Ltd of Mythenquai 2 8002 Zurich, Switzerland, a
corporation organised and existing under the laws of Switzerland and
registered with the Commercial Register of the Canton of Zurich under
registration number CHE‑105.833.114;
"Zurich" Zurich Insurance Group Ltd of Mythenquai 2 8002 Zurich, Switzerland, a
corporation organised and existing under the laws of Switzerland and
registered with the Commercial Register of the Canton of Zurich under
registration number CHE 101.236.480;
"Zurich Directors" the board of directors of Zurich at the time of this Announcement or, where
the context so requires, the directors of Zurich from time to time; and
"Zurich Group" Zurich and its subsidiaries and associated undertakings from time to time.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this Announcement.
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