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Ardonagh to acquire ASX-listed PSC Insurance Group

Ardonagh to acquire Australian-headquartered and ASX-listed PSC Insurance Group in landmark A$2.3 billion transaction

May 08 2024

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The Ardonagh Group (“Ardonagh” or “the Group”), one of the world’s largest independent insurance broking platforms, today announced it has entered into a Scheme Implementation Deed (“SID”) to acquire all of the issued ordinary shares in PSC Insurance Group Limited (ASX:PSI) (“PSC”) for A$6.19 in cash per PSC Share pursuant to a scheme of arrangement1.

Ardonagh intends to merge PSC’s Australia and New Zealand operations with Envest Pty Ltd (“Envest”), acquired by the Group in February 2023, becoming one of Australia’s largest privately owned insurance distribution platforms, placing A$3.3 billion in gross written premium annually.

Envest CEO Greg Mullins will oversee the combined operations for Australia and New Zealand.

PSC’s UK operations will be merged into Ardonagh Specialty and Ardonagh Advisory, further building the Group’s position as one of the leading players in UK wholesale and retail broking.

The Scheme Cash Consideration represents an implied equity value of A$2.256 billion and enterprise value of A$2.429 billion.

Certain PSC directors and managers are rolling approximately 26% of their aggregate shareholdings in PSC into shares in The Ardonagh Group (“Rolling PSC Shareholders”).

Ardonagh intends to fund the transaction with approximately 50% equity from existing shareholders, Madison Dearborn Partners and HPS Investment Partners, and 50% debt including existing and new facilities. The transaction is expected to be near leverage neutral on a pro forma basis.

PSC is a diversified insurance services group which has over 40 trading brands and operations in Australia, the United Kingdom, Ireland, Hong Kong, Vietnam, New Zealand, and Bermuda employing 900 people and managing more than A$2.59 billion in global gross written premium.

PSC was founded in 2006 by Chairman Paul Dwyer who will join the Ardonagh senior management team upon completion of the deal and work closely with the leadership teams in Australia and Ardonagh Specialty to integrate and grow the combined businesses.

Ardonagh made its first acquisition in Australia in February 2021 with the purchase of Resilium Insurance Broking. It acquired Brisbane-headquartered Envest in February 2023 and merged both businesses into the Envest platform.

Since then, Ardonagh has backed Envest to complete over 30 acquisitions, building gross written premium to more than A$2.1 billion across Australia.

The Ardonagh Group places over USD$15 billion (A$23 billion) of premium globally on behalf of its clients and operates in 30 countries, with key platforms including MDS Group, a leading broker and risk management adviser across Portugal and Latin America, and Arachas, one of the largest insurance brokers in Ireland.

Ardonagh also owns Price Forbes, a major independent insurance broker in London, which places USD$7 billion (A$11 billion) of premium for wholesale clients annually.

Commenting on the announcement, David Ross, CEO of The Ardonagh Group, said: “The acquisition, which has secured the unanimous recommendation of PSC’s board, is a significant milestone in the global growth of Ardonagh and underlines our strong commitment to the markets we serve.

“Ardonagh has been assembled as a bastion of independence and scale, aligning high calibre businesses and management teams around quality advice for clients and entrepreneurial connectivity within the group. PSC’s journey and values align with our own and its portfolio of highly complementary businesses provides an abundance of opportunity to strengthen our positions in Australia, wholesale and specialty markets.”

Paul Dwyer, Chairman of PSC, added: “Today marks an important day in PSC’s history. This transaction recognises the quality and strength of PSC’s people and business that has developed over the last 18 years. We believe this transaction maximises value for PSC shareholders while also providing an excellent platform for growth for PSC employees and clients.”

Greg Mullins, CEO of Envest, added: “We are excited by the prospects announced today which we believe will deliver long term value for our customers, brokers and agencies. Envest and PSC are very aligned culturally, driving growth through the retention and development of talented people, and investment in a collection of distinct, independent brands led by local management teams.

“Together with Tony Robinson and the wider PSC leadership, we believe the scale and footprint we collectively bring to this next chapter is set to create huge opportunities to grow and innovate in the APAC region. Our clients remain the number one priority for both parties throughout this process.”

The SID is subject to customary regulatory approvals, and the terms and conditions outlined in PSC’s market announcement available at https://www.asx.com.au/markets/company/PSI.

PSC’s Independent Board Committee (“IBC”), comprised of PSC’s Independent Non-Executive Directors and Tony Robinson, has considered the proposed Scheme and both the IBC and the full PSC Board unanimously recommend that PSC shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of shareholders. Subject to these same qualifications, each member of the IBC and the full PSC Board intends to vote, or procure the voting of, all PSC shares that they hold or control in favour of the Scheme.

Entities controlled by PSC directors Paul Dwyer, John Dwyer, Brian Austin, Tara Falk and James Kalbassi have also entered into co-operation deeds with Ardonagh in connection with the scheme of arrangement. The co-operation deeds include call options over part of their respective shareholdings representing in aggregate approximately 19.99% of the total issued shares in PSC, which are exercisable in the event of a competing proposal for PSC.

The SID contains customary exclusivity obligations on PSC, including a “no shop”, “no talk” and “no due diligence” obligations, with the “no talk” and “no due diligence” obligations subject to a fiduciary carve-out. PSC is also bound by other customary provisions including a notification and matching right regime in the event of a competing proposal.

The SID includes certain circumstances in which a break fee of approximately A$22.6 million2 would be payable to Ardonagh, or a reverse break fee of approximately A$22.6 million would be payable to PSC.

The scheme of arrangement is subject to approval by PSC shareholders as well as by the Court. It is expected that the Rolling PSC Shareholders will form a separate class of shareholders for the purposes of the scheme and there will therefore be two scheme meetings – one for the Rolling PSC Shareholders and the other for all other PSC shareholders.The Rolling PSC Shareholders will not be permitted to vote at the scheme meeting of the other PSC shareholders, and vice versa.Both classes of shareholders will need to pass a resolution approving the scheme for the scheme to become effective.

If the Scheme is approved by PSC shareholders and all other conditions precedent are satisfied or waived, the Scheme is currently expected to be implemented in late September 2024. The actual timing of the shareholder meetings and implementation of the Scheme will depend on when regulatory approvals are obtained.

Macquarie Capital and Stanton Road Partners are acting as financial advisers to The Ardonagh Group on this transaction alongside legal advisers Herbert Smith Freehills and Ashurst.

1 Excluding Rolling PSC Shareholders who will receive scrip consideration in respect of a portion of their shares. The A$6.19 per share consideration will be reduced by the amount per share of any future dividend or capital return declared or paid by PSC.

2Calculated as 1% of the equity value of PSC based on the scheme consideration that would be payable for all PSC shares on issue if all shareholders received the Scheme Cash Consideration.

For more information, please contact:

Morrow Sodali (Australia and New Zealand)

Peter Brookes

p.brookes@morrowsodali.com /+61 407 911 389

Jack Gordon

j.gordon@morrowsodali.com / +61 478 060362

Powerscourt (UK and rest of world)

Justin Griffiths/ Siobhan McCluskey

Ardonagh@powerscourt-group.com/+44 (0)20 7250 1446

Or

Elinor Zuke
elinor@zuke.co.uk / +44 (0)20 7459 4522

NOTES TO EDITORS

THE ARDONAGH GROUP

The Ardonagh Group is one of the world’s largest independent insurance distribution platforms and a top 20 global broker. We are a collection of best-in-class entrepreneurial and specialist brands with a combined workforce of over 10,000 colleagues and a network spanning 200+ locations in more than 30 countries. Across our portfolio, we offer a highly diversified range of insurance-related products and services across the full insurance value chain globally. From complex multinational corporations to individuals purchasing personal insurance policies, our understanding of the communities we serve, together with our scale and breadth, allows us to work with our insurer partners to deliver a broad range of product and risk solutions that meet customer needs.

The Ardonagh Group reported pro forma income for 2023 of $1.9 billion and pro forma adjusted EBITDA of $695 million, including completed and committed acquisitions to 20 March 2024. Ardonagh's shareholders are Madison Dearborn Partners, LLC (MDP) and HPS Investment Partners (HPS).

The Ardonagh Group Website

ENVEST

Headquartered in Brisbane, Queensland, Envest is a focused insurance distribution business that leverages the power of our people to deliver creative solutions for customers and partners in Australasia.

With 28 Australian insurance brands, including the Aviso Group, Resilium and 14 specialist underwriting agencies, we provide trusted advice and service to more than 200,000 customers across Australia. Our group employs more than 700 staff in 35 office locations around the nation.

Envest is part of Ardonagh Global Partners, Ardonagh’s platform for global growth. AGP’s footprint in Europe includes Portugal, the Netherlands, Greece, Germany, Italy, Spain, France, Cyprus, and Malta, alongside international locations of Australia, Brazil, Angola and Mozambique.

Envest Website

PSC INSURANCE GROUP

PSC Insurance Group Limited is an Australian-based diversified insurance services company. The Company primarily operates in Australia, the United Kingdom, Hong Kong, and New Zealand. It operates through four segments: Distribution, Agency, United Kingdom (International) and Group. The Company’s Distribution segment includes PSC Insurance Brokers, PSC Network Insurance Partners, PSC Life, and PSC Workers Compensation Services. Its Agency segment offers underwriting agencies, including Chase Underwriting, Breeze Underwriting, Chase Travel, and Medisure Indemnity Australia. Its United Kingdom (International) segment includes Paragon International Insurance Brokers, Paragon Bermuda, Carrolls, Breeze Underwriting (UK), Chase Underwriting (UK), PSC UK Insurance Brokers, PSC Europe, and the Hong Kong businesses. The Company’s Group segment includes various investments from non-operating assets.

PSC Insurance Group Website

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Envest is part of The Ardonagh Group