NVA Novae Group PLC

Recommended Cash Offer for Novae Group plc by Axis Capital Holdings Limited

LONDON--(BUSINESS WIRE)--

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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

Summary

  • The boards of AXIS Capital Holdings Limited (“AXIS”) and Novae Group plc (“Novae”) are pleased to announce that they have reached agreement on the terms of a recommended all cash acquisition of the entire issued and to be issued share capital of Novae by AXIS (or, at AXIS’s election, a wholly­owned subsidiary of AXIS).
  • Under the terms of the Acquisition, each Novae Shareholder will be entitled to receive:

for each Novae Share: 700 pence in cash

  • The consideration values the entire existing issued and to be issued share capital of Novae at approximately £467.6 million on the basis of a fully diluted share capital of 66,795,621 Novae Shares.
  • The price of 700 pence per Novae Share represents:
    • a premium of approximately 20 per cent. to the closing mid-market price of 581 pence per Novae Share on 4 July 2017, being the last Business Day before the date of this Announcement; and
    • a premium of approximately 29 per cent. to the volume weighted average closing price per Novae Share for the one month period up to and including 4 July 2017, being the last Business Day before the date of this Announcement.
  • The consideration also implies a multiple of 1.5x Novae’s reported net tangible book value of £318.8 million as at 31 December 2016 (on a fully diluted basis).
  • The cash consideration payable under the Acquisition will be funded from AXIS’s existing cash resources or, if market conditions are favourable, from new borrowings.
  • It is intended that the Acquisition will be implemented by way of a Court­sanction