Brit Insurance Holdings PLC announced its intention to reorganise its corporate structure by putting in place a new holding company for the Group.
Brit today announces that Brit Insurance Holdings N.V. (“New Brit”), a company, incorporated in the Netherlands, tax resident in the Netherlands and which will be listed in the UK, will (subject to Brit Shareholder approval) become the new holding company of the Group (the “Proposals”).
A circular (the “Scheme Circular”) setting out full details of the Proposals will today be sent to Brit Shareholders and a prospectus in relation to New Brit will today be published and filed with the Financial Services Authority (the “Prospectus”).
Key features of the Proposals
- New Brit will become the new holding company of the Group by way of a court sanctioned scheme of arrangement under the Companies Act 2006 (the “Scheme”)
- Under the Scheme, Brit Shareholders will receive one New Brit Share for each Brit Share that they hold (Brit Shareholders will not be required to pay any amount for the New Brit shares issued under the Scheme)
- The listing of the existing Brit Shares will be cancelled and an application will be made for New Brit Shares to be listed on the London Stock Exchange. New Brit is expected to replace Brit as a member of the FTSE 250 Index
- New Brit Shares will be tradeable in CREST through Depositary Interests
- New Brit will continue to report results under IFRS in sterling
- The Proposals will not make any substantial changes to corporate governance, to existing shareholder protection measures nor to the existing distribution policy of Brit (albeit that initially New Brit intends to make distributions to shareholders by way of reductions of the par value of the New Brit Shares)
- The implementation of the Proposals is not expected to have any adverse tax implications for Brit Shareholders
Click here to read the full reorganisation details
