TIDMTAW
RNS Number : 8439N
Tawa PLC
07 September 2011
Tawa acquires Chiltington International Group and establishes
significant footprint in Europe
Tawa plc ("Tawa") today announced that it has entered into a
share purchase agreement to acquire Hamburger Internationale
Ruckversicherung ("HIR"), the holding company for the Chiltington
Group of companies ("Chiltington").
The purchase of HIR includes Chiltington, which provides
consultancy and outsource services to the international
(re)insurance industry. Chiltington specialises in compliance,
audit and investigation work, litigation support, restructuring
services, claims management and commutations.
Tawa has agreed to acquire 100% of HIR for a combined
consideration of EUR3.6 million cash, conditional deferred dividend
rights of up to EUR3 million and 3 million new ordinary Tawa shares
of 10 pence par value each. An application will be made for the 3
million shares to be admitted to trading on AIM following
completion of the transaction. These shares are subject to a 5 year
lock-in.
For the year ended 31 December 2010, HIR's consolidated loss
after tax was GBP0.3 million after absorbing specific restructuring
costs and the business held net tangible assets of GBP8m. After
making allowances for fair value adjustments, Tawa anticipates that
the acquisition will have minimal impact on Tawa's net assets.
The transaction will provide Tawa with a stronghold in
Continental Europe along with a platform in the growing South
American market. Chiltington and Tawa's insurance service provider,
Pro, have complementary operations in both the UK and US that will
generate operational synergies, and provide broader resources and
skill base in order to service the existing, and new clients, of
the combined entity.
The transaction is expected to be completed over the next 90
days and is subject to the usual closing conditions including
regulatory approvals.
Gilles Erulin, Chief Executive Officer of Tawa, comments: ""We
are delighted that the Chiltington team are joining the Tawa group.
They are very experienced and well connected in the international
insurance market. It is our view that they are the most respected
Continental consulting group in our line of business.
While strengthening our UK and US units, this transaction
provides a strong footprint in Continental Europe and a unique
platform of insurance consulting in South America. This comes at a
time when consistent growth is being experienced in both
areas".
Wolfgang Eilers, CEO of Chiltington, comments: "HIR/Chiltington
Group has had tremendous success since Chiltington's formation in
1982. However, to remain at the forefront of (re)insurance
consultancy, we have decided the time is right to team with a
bigger partner. By joining a first class organisation such as Tawa,
we have a wonderful opportunity to expand our range of services to
new and existing clients. This deal is about increased growth with
our enlarged consulting resources being able to offer our clients a
wider product range".
------END---------
Contact
Gilles Erulin 020 7068 8044
Chief Executive, Tawa plc
Dr. Wolfgang Eilers +49 4101 471 000
Chief Executive Chiltington
International
Peel Hunt LLP (nominated adviser
& broker)
James Britton
Guy Wiehahn 020 7418 8900
FWD PR
Victoria Sisson
Alexandra Thompson 020 7623 2368
About Tawa:
Tawa plc was formed in 2001 with the purpose of acquiring or
developing assets and business in the insurance industry. Tawa is
interested in acquiring portfolios of insurance and reinsurance
companies, companies and businesses providing services to the
insurance industry and in developing its own products to serve the
insurance market as a whole.
Since its formation, Tawa has acquired CX Reinsurance Company
Limited, KX Reinsurance Company Limited, PXRE Reinsurance Company,
Island Capital Limited, the Pro group of companies and OX
Reinsurance Company Limited. It also set up QX Reinsurance Company
Limited, a Bermudian regulated reinsurance company, to write
reinsurance business.
The combined Tawa/Pro team of 300 professionals service a number
of the largest insurance businesses in the UK and Europe and
deliver a third-party outsourcing and consulting covering the
London's company and Lloyd's markets as well as Europe and the
USA.
Tawa also operates as an incubator for new projects and launched
the STRIPE(R) system in September 2010. STRIPE is a web based
platform enabling insurers and cedants to deal with their
(re)insurers directly, reducing re-processing of data. STRIPE
supports the single keying of data and allows the rapid and secure
delivery of all transactions.
In July 2007 Tawa plc was floated on the AIM market. Further
information can be found on the Company's website:
www.tawaplc.com
About Chiltington:
Established in London in 1982, Chiltington is an independently
owned, international (re)insurance consultancy that develops
innovative and cost effective solutions based on the needs of its
clients.
Following the retirement of its founder in 2002, the holding
company and risk carrier Hamburger Internationale Ruckversicherung
(HIR) together with its trading company Chiltington International,
was sold to the senior management. This ensured the continuation of
the Group's independence and the ability to acquire additional
companies which include Hassneh Insurance Company (UK) Limited
(finalized through Solvent Scheme of Arrangement) and Pavant
International Re S.A. (formerly PFA Re).
Chiltington's management has sought to build an international
organisation resulting in 5 offices and 7 representative offices.
The Group employ over 70 staff spread across its principal
locations in London, Hamburg, New Jersey and Buenos Aires.
Chiltington performed the first UK insurance solvent scheme of
arrangement - HIR (UK) - in 1997/8. More recently, they completed
the first cross border transfer of a German reinsurer using new EU
legislation before successfully implementing a scheme of
arrangement.
Some of the services offered to their global clients
include:
- (Re)insurance audits & internal audit support
- Due diligence
- Company or portfolio run-off
- Part VII transfers and Solvent schemes of arrangement
- Litigation and arbitration support & expert witness
testimony
- Portfolio analysis
Chiltington has won a number of awards including Reactions
magazine's "Best Consultancy of the Year". Further information can
be found at: www.chiltington.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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