Media Announcement
ACIL Confirms Lombard Group Limited Proposed Reverse Takeover of ACIL
3 July 2009
Australian insurance broking and underwriting agency, Australian Consolidated Insurance Limited (ACIL), confirms the recent announcement by Lombard Group Limited (Lombard) to the New Zealand Stock Exchange (NZX) regarding an intended restructure proposal that includes conditional arrangements for a Lombard transaction to acquire 100% of ACIL unlisted ordinary shares and options subject to regulator and shareholder approvals.
The proposed transaction will effect a ‘reverse takeover’ that will result in all ACIL businesses becoming part of a NZX listed entity to provide ACIL with access to capital and market opportunities and shareholder liquidity.
ACIL discussions with Lombard have been mutually driven to provide shareholder value and increased prospects to shareholders of both companies through the realization of diversification to be New Zealand’s only listed insurance intermediary group.
ACIL business reach includes differentiated insurance products and services to insurance purchasers that have resulted in highly consistent revenues and reliable renewals representing management of insurance premiums in excess of AUD$80 million from offices in Perth, Sydney, Melbourne, Brisbane, Auckland and Hamilton.
The ACIL group has 18 subsidiary companies involved in insurance broking, underwriting agency, risk management and insurance premium funding and views the Lombard ‘takeover’ as an “ideal vehicle to facilitate the growth appetite of the ACIL group in New Zealand” Wayne Miller, ACIL Executive Chairman and Managing Director, said.
The proposed transaction for ACIL unlisted securities will be at an agreed value with the consideration being met by the issue of new Lombard shares to hold in excess of 90% of Lombard capital.
Terms of the exact proposed exchange value will be settled once the necessary independent expert(s’) report(s) have been provided to Lombard and ACIL shareholders and their approval. A number of corporate actions, including the publication and review of an independent experts report, and compliance with regulatory steps that may include approvals from the New Zealand Takeovers Panel, the Australian Securities Investment Commission, and the Australian Takeovers Panel, will be undertaken before shareholder approval will be sought.
“ACIL is confident the transaction will provide shareholders with value and opportunity is equally delighted that the transaction with Lombard could realize a unique opportunity for a listed insurance intermediary in New Zealand to achieve growth through economies of scale and market participation.
“Lombard’s proposed transaction with ACIL will provide Lombard with a unique opportunity for diversification into the insurance services sector leveraged on the proven track record of the ACIL business model that has harnessed advantage from the intergenerational change currently experienced in the insurance sector as small to medium size insurance brokers exit the market” Mr Miller said commending the intended transaction.
Further details are available at www.australianconsolidated.com.au.
Wayne Miller
Executive Chairman
Managing Director
Australian Consolidated Insurance Limited