RNS Number:1662I
THB Group PLC
29 August 2006
THB GROUP PLC ("THB" or "the Company")
Acquisition of FiSure Holdings Limited
THB, the specialist insurance broker, today announces the completion of an
acquisition of shares in FiSure Holdings Limited ("FiSure") giving THB rights
over 33.3% of its equity and 75% of its voting rights.
FiSure is a newly established insurance broker, trading since August 2005, which
specialises in professional risks and directors' and officers' insurance,
particularly for international clients and the financial services industry. Its
wholly owned subsidiary, FiSure Limited, already acts as an appointed
representative of Thompson Heath & Bond Limited, the Lloyd's broker.
THB will pay a nominal consideration in cash for the shares acquired at par
value at completion. Put and call options are also in place for THB to acquire
the remaining shares between June and September 2008, on an earnout based on the
performance of the acquired business over the three years ending 30 April 2011.
The earnout consideration is capped at a maximum of #10 million and will be
settled as to two-thirds in THB ordinary shares and one-third in loan notes.
In addition, the Company has been notified by group chief executive, Vic
Thompson, that he has given an undertaking to shareholders of FiSure to grant
them options over in aggregate one million THB ordinary shares currently held in
his name. The options, once granted, will be exercisable at any time over the
subsequent ten years at a price of #nil. The Board has expressed its
appreciation to Mr Thompson for the personal assistance he has given to securing
this important strategic acquisition.
Following the exercise of these options, Mr Thompson's personal interest in THB
will be reduced from 7,360,000 shares (representing 27.18% of the issued share
capital of the Company) to 6,360,000 (representing 23.49%). There will be no
other changes to notifiable interests as a result of the exercise of these
options.
Vic Thompson, THB's group chief executive, commented:
"This is an important acquisition for THB. It will further develop our
capability in the professional indemnity area, building on the purchase of
Carter-Gilbrook Insurance Services in 2005 and complementing our existing core
strengths. We are delighted to have secured for THB the expertise of Roddy
Graham and his colleagues, who are recognised as market leaders in their
specialist field."
Roddy Graham, managing director of FiSure, said:
"We chose THB above a number of alternative purchasers, because they have an
excellent reputation in the London market for professional service and
integrity, on which our clients rely. We are looking forward to working closely
with THB to develop our business."
Ends
Contact:
Adrian Beeby FWD adrian.beeby@fwdmarketing.co.uk 0207 623 2368
Vic Thompson CEO, THB Group plc vthompson@thbgroup.com 01689 883500
This information is provided by RNS
The company news service from the London Stock Exchange
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