IMAS is acting as the Rule 3 adviser to Jigsaw Insurance Services Plc (“Jigsaw”) in relation to the recommended cash offer for the business by PIB Group Limited (“PIB Group”).
21 November 2022
RECOMMENDED CASH OFFER FOR
JIGSAW INSURANCE SERVICES PLC
PIB GROUP LIMITED
- The board of directors of PIB Group Limited (“Buyer”) and the board of directors of Jigsaw Insurance Services Plc (“Jigsaw”) are pleased to announce that they have reached an agreement on the terms of a recommended cash offer to be made by the Buyer for all of the issued and to be issued ordinary share capital of Jigsaw (the “Acquisition”). The Acquisition is to be effected by means of a takeover offer (the “Offer”). Jigsaw’s shares were traded on a regulated market in the United Kingdom until 13 February 2015. As this date falls within the period of 10 years prior to the date on which the Offer will be made, the City Code on Takeovers and Mergers (the “Code”) will apply to the Offer.
- At the time of this announcement, the Buyer has received irrevocable undertakings to accept, or procure the acceptance of, the Offer as soon as possible following the publication of the Offer Document from all of the Jigsaw Directors who hold Jigsaw Shares (in a personal capacity or through related trusts or a nominee or nominees) and Craig Duwell in respect of their entire beneﬁcial holdings (and the beneﬁcial holdings of their related trusts or nominee(s)) of 6,179,111 Jigsaw Shares, in aggregate, representing approximately 60.11 per cent. of the Jigsaw Shares in issue as at the date of this announcement.
- The Offer will be conditional upon, among other things, valid acceptances being received (and not withdrawn) in respect of Jigsaw Shares which, together with any Jigsaw Shares acquired by the Buyer (whether pursuant to the Offer or otherwise treated for the purposes of the Companies Act as having been acquired or contracted to be acquired by virtue of acceptances of the Offer), constitute not less than 90 per cent. in nominal value and voting rights of the Jigsaw Shares to which the Offer relates.
- Under the terms of the Offer, Jigsaw Shareholders will be entitled to receive:
|For each Jigsaw Share||204 pence in cash|
- This is referred to as the “Base Consideration”. The Base Consideration values the entire issued and to be issued ordinary share capital of Jigsaw at a price of £22,568,622 (twenty-two million, five hundred and sixty-eight thousand and six hundred and twenty-two pounds sterling) on a fully diluted basis.
- Those Jigsaw Shareholders accepting the Offer will, in addition, be entitled to up to a further 14 pence in cash per Jigsaw Share held (to the extent payable) on the terms and conditions set out in Appendix IV of the Offer Document (the “Additional Consideration” and, together with the Base Consideration, the “Total Consideration”).
- The Offer values the entire issued and to be issued ordinary share capital of Jigsaw at a price of up to £24,117,449 (twenty-four million, one hundred and seventeen thousand and four hundred and forty-nine pounds sterling) on a fully diluted basis based on the Total Consideration, equivalent to 218 pence per Jigsaw Share (comprising 204 pence per share for the Base Consideration and up to 14 pence per share for the Additional Consideration).
- The Board of Jigsaw, which has been so advised by IMAS Corporate Finance LLP (“IMAS”) as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing its advice to the Board of Jigsaw, IMAS has taken into account the Board of Jigsaw’s commercial assessment. IMAS is acting as the independent financial adviser to Jigsaw for the purposes of providing independent financial advice to the Board of Jigsaw under Rule 3 of the Code.
- Accordingly, the Board of Jigsaw intend to recommend unanimously that the Jigsaw Shareholders accept the Offer, as Jigsaw Directors who hold Jigsaw Shares (in a personal capacity or through related trusts or a nominee or nominees) have irrevocably undertaken to do so in respect of their holding, amounting in aggregate to 4,198,670 Jigsaw Shares representing 40.84 per cent. of Jigsaw’s issued share capital as at 18 November 2022 (being the last practicable date prior to the publication of this announcement).
The full terms of the Offer, including an indicative timetable for the implementation of the Offer, will be set out in the Offer Document and the Form of Acceptance, which will be sent to Jigsaw Shareholders shortly and in any event within 28 days of the date of this announcement. In deciding whether or not to accept the Offer in respect of their Jigsaw Shares, Jigsaw Shareholders should consider the information contained in, and the procedures described in, such documentation.
This summary should be read in conjunction with, and is subject to, the full text of this announcement (including the Appendices). The Offer will be subject to the full terms and conditions set out in the Offer Document and the Form of Acceptance. Appendix II contains sources and bases of certain information contained in this announcement. Appendix III contains details of the irrevocable undertakings from Jigsaw Directors and Craig Duwell. Appendix IV contains further details on the Additional Consideration payable to Jigsaw Shareholders. Appendix V contains the definitions and certain terms used in this announcement.
A copy of this announcement will be made available on Jigsaw’s website at https://jigsawinsurance.com/.