Tawa PLC Completion of demerger (9172D)

TIDMTAW

RNS Number : 9172D

Tawa PLC

03 April 2014

3 April 2014

Completion of demerger

On 20 December 2013, Tawa plc ("Tawa" or the "Company") announced that it intended to demerge its operating divisions into two independent groups: the Services Business and the Risk Carrier Business. This was to be effected after the Reduction of Capital, by declaring a dividend in specie of Tawa Associates Limited ("TAL") Ordinary Shares to Qualifying Tawa Shareholders.

The Company is pleased to announce that all of the conditions relating to the separation of the Company's Risk Carrier Business have been satisfied and the Demerger will today become effective. Accordingly, shareholders (other than Tawa US Shareholders) who were registered on the Share Register as at 5.00 p.m. on 28 March 2014 will receive one TAL Ordinary Share for every one Tawa Ordinary Share.

Shareholders should note that the Demerger has been effected as envisaged in the Circular save as set out below although the ultimate effect is entirely consistent with the Circular insofar as LGIC Holdings, LLC ("LGIC") will transfer to the demerged entity following receipt of regulatory change of control approval.

Variation in the transfer of LGIC

Prior to the date of the circular, an SPA was entered into between TAL and Tawa regarding the transfer of LGIC and its subsidiaries (one of which is Lincoln General Insurance Company ("Lincoln")) to TAL. The regulatory clearances for that transfer have not been obtained on the anticipated time scale, and as a result the transfer of LGIC and its subsidiaries has been delayed pending the required regulatory clearances.

Amended FinP Facility

The Circular states that there is an intra-group facility in place between FinP, the Company and TAL ("FinP Facility"). The FinP Facility is described in the Circular as being in favour of TAL and that the Company would have recourse to the FinP Facility pursuant to inter-company agreements between TAL and the Company. The Circular states that these inter-company arrangements would need to be agreed and approved by both of the boards of the Company and TAL.

The FinP Facility has been amended to apportion the facility among TAL and the Company and enable each of TAL and the Company to draw separately. The boards of the Company and TAL have agreed to the amended and restated facility (in replacement of the existing FinP Facility) ("Amended FinP Facility").

Name Change

Following approval at a board meeting held on 26 March 2014 and the Demerger becoming effective, documents will be lodged with Companies House later today to record the change of name to Pro Insurance Solutions plc. Application to the Stock Exchange to change the ticker from TAW to PROG will also be made later today.

For the purposes of AIM Rule 26 the Company's website address, from 4 April 2013 will be www.pro-global.com

Directorate change

As announced on 20 December 2013:

   --      Artur Niemczewski joins the Board today as Chief Executive Officer of the Company;

-- Gilles Erulin becomes a non-executive director of the Company and will serve on the TAL board as Chief Executive Officer,

-- Colin Bird has stepped down from the board of the Company with immediate effect and will serve on TAL Board as its Chairman.

Share Exchange offer

As was announced on 20 December 2013, FinP has agreed to provide the Share Exchange Offer to the holders of Tawa Ordinary Shares (other than certain Overseas TAL Shareholders) who will acquire TAL Ordinary Shares in conjunction with the Demerger. Under the terms of the Share Exchange Offer the holders of Tawa Ordinary Shares whose names appeared in Tawa's Share Register at 5:00 p.m. on 28 March 2014 who will receive TAL Ordinary Shares in conjunction with the Demerger ("Qualifying TAL Shareholders") (other than certain Overseas TAL Shareholders) may elect to exchange TAL Ordinary Shares received by them pursuant to the Demerger for Tawa Ordinary Shares held by FinP.

The Share Exchange Offer has been extended to include Shareholders on the register at 5 p.m. on 28 March 2014. Recipients of Tawa Existing Ordinary Shares after 5 p.m. on 28 March 2014 will not be able to take advantage of the Share Exchange Offer.

FinP will make up to 15 million Tawa Ordinary Shares available under the Share Exchange Offer (which amounts to approximately 13 per cent. of Tawa's current issued share capital and approximately 19 per cent. of FinP's interest in Tawa's current issued share capital). FinP may, in its absolute discretion, decide to make available additional Tawa Ordinary Shares owned by it for the purposes of the Share Exchange Offer.

Each Qualifying TAL Shareholder may propose the number of Tawa Ordinary Shares for which it wishes to exchange all (or part) of its holding of TAL Ordinary Shares. This number must not be greater than that allowed by the Exchange Ratio Ceiling (being 2 Tawa Ordinary Shares for each TAL Ordinary Share).

The Share Exchange Offer will begin on 4 April 2014 and will close at 3.00 p.m. on 28 April 2014.

Further details of the Share Exchange Offer are expected to be sent to all TAL Qualifying Shareholders on 4 April 2014.

Capitalised terms used in this announcement but not defined have the meanings given to them in the circular published by Tawa on 20 December 2013.

Enquiries:

 
     Gilles Erulin, Tawa plc                          020 7068 8000 
     Guy Wiehahn / Harry Florry, Peel Hunt LLP 
      (Nominated adviser and broker)                  020 7418 8900

This information is provided by RNS

The company news service from the London Stock Exchange

END

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