12 Nov 2018 18:10
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
12 November 2018
GBGI LIMITED
("GBGI" or the "Company" and, together with its subsidiary undertakings, the "Group")
A.M. Best places credit ratings of GBG Insurance Limited under review with position implications
GBGI Limited (AIM:GBGI) announces that A.M. Best has placed under review with positive implications the Financial Strength Rating of B++ (Good) and the Long-Term Issuer Credit Rating of "bbb" of GBG Insurance Limited (Guernsey).
A.M. Best commented that the Credit Rating (rating) actions follow the announcement on 5 November 2018, that Elm Bidco, L.P. (Bidco) and the board of GBGI reached an agreement on the terms of a recommended all-cash offer, to be made for the entire share capital of GBGI, by Bidco, a Cayman Island exempted limited partnership that is controlled by affiliates of Further Global Capital Management, L.P., a private equity firm that invests in the financial services industry.
A.M. Best noted that the under review with positive implications status reflects their opinion that, "based on information currently available, there is a reasonable likelihood that GBG's ratings will be raised following the acquisition". A.M Best noted that this reflects Bidco's intention to make a capital injection into GBG of USD 10 million shortly after the close of the transaction in order to improve GBG's risk-adjusted capitalisation and support its prospective business plans, and the prospect of the appointment of a new chief executive officer with expertise in the life/health insurance sector. Over time, A.M. Best believes that there is potential for GBG's enterprise risk management framework to strengthen under the new leadership.
A.M. Best commented that the ratings will remain under review pending the completion of the transaction and A.M. Best's assessment of the impact of the planned change in ownership on GBG's rating fundamentals.
For further information please contact:
GBGI Limited
Bob Dubrish (CEO) +1 949 421 3180
Eric Dickelman (CFO) +1 949 421 3390
Canaccord Genuity (Financial Adviser, Nominated Adviser & Broker) +44 (0)20 7523 8000
Sunil Duggal
Bill Gardiner
Emma Gabriel
Important Notice
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, whether pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply which such restrictions may constitute a violation of the securities law of any such jurisdiction.
Canaccord Genuity Limited which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to GBGI and for no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to anyone other than GBGI for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. 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).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) free of charge at https://www.gbg.com/#/AboutGBG/Investors by no later than 12 noon (London time) on the Business Day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Hard copy available
GBGI shareholders may request a hard copy of this Announcement by contacting Miss K Jolly at BWCI Trust Company Limited on +44 (0)1481 728 432 during business hours with an address to which the hard copy may be sent. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.