20 Feb 2015 07:00
Date: 20 February 2015
On behalf of: Charles Taylor plc ("Charles Taylor", the "Group" or the "Company")
Embargoed until: 0700hrs
Charles Taylor plc
Acquisitions
Charles Taylor plc announces today it has made two related acquisitions. These acquisitions enable Charles Taylor to offer managing agency services to new syndicates at Lloyd's on a 'turnkey' basis subject to regulatory approval by Lloyd's, the Prudential Regulatory Authority and the Financial Conduct Authority. The managing agency's first client is anticipated to be The Standard Club's ("the Club") planned new syndicate 1884.
Charles Taylor acquired a 50.1% stake in Almond One Limited and 100% of Almond Two Limited (the "acquisitions") from The Standard Club. These acquisitions are part of Charles Taylor's strategy to expand its insurance-related professional services business.
Almond One Limited has gross and net assets of £1.5m as at 19 February 2015 and through its subsidiaries comprise almost all the components required to establish a turnkey managing agency at Lloyd's. Almond Two Limited has gross assets and net assets of £3m as at 19 February 2015.
The total consideration is £6.287m, to be met by the issue of 2,504,781 ordinary shares in Charles Taylor plc (based on the 30 day average share price to 16 February 2015 ("Market Value"). The acquisitions will commence trading on receipt of regulatory approval and have no reportable revenues or profits to date. Subject to the managing agency gaining regulatory approval in the first half of 2015, these acquisitions are in aggregate expected to be modestly earnings-enhancing in the current year.
Application will be made for the 2,504,781 ordinary shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the London Stock Exchange on its main market for listed securities (together, "Admission"). Admission is expected to take place on 26 February 2015. On Admission the ordinary shares will rank Pari Passu in all respects with the existing ordinary shares in the capital of the Company. The number of in issue after the Admission will be 45,996,971.
Glossary:Managing agent: A managing agent is a company set up to manage one or more syndicates, on behalf of the members who provide the capital. New syndicates are often established under a 'turnkey' model, where an existing managing agent establishes and manages the syndicate on behalf of third party capital providers. In order to establish and operate a managing agent, one requires approval from Lloyd's, the PRA, and the FCA.
-ENDS-
For further information: | |
Charles Taylor plc | |
David Marock, Group Chief Executive Officer | |
Mike Lord, Group Communications Director
| Via Redleaf Polhill |
Redleaf Polhill | ct@redleafpr.com |
Rebecca Sanders-Hewett Charlie Geller David Ison
| 020 7382 4730 |
Notes to editors
Charles Taylor plc is a leading provider of professional services to clients across the global insurance market. The Group has been providing insurance-related services since 1884 and today employs over 1,000 staff in 61 offices spread across 26 countries in the UK, the Americas, Asia Pacific, Europe and the Middle East.
The Group offers services, principally on a fee-based model and operates through three businesses - Management, Adjusting and Insurance Support Services. Charles Taylor also owns insurers, creating value through select acquisitions and operational efficiency.
Further information is available at www.ctplc.com
Statements made in this announcement that look forward in time or that express management's beliefs, expectations or estimates regarding future occurrences are "forward-looking statements" within the meaning of the United States federal securities laws. These forward-looking statements reflect the Group's current expectations concerning future events and actual results may differ materially from current expectations or historical results.