Argus to purchase stake in BF&M Limited - Argus Bermuda
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Argus to purchase stake in BF&M Limited
Hamilton, Bermuda (June 6, 2023) - Argus to purchase stake in BF&M Limited.
Argus Group Holdings Limited (“Argus”) is pleased to announce that its subsidiary, Bermuda Life Insurance Company Limited (“BLIC”), has entered into a share purchase agreement with Lawrie (Bermuda) Limited (“Lawrie”), a wholly-owned subsidiary of Camellia Plc (“Camellia”), to purchase Camellia’s 36.9% shareholding in BF&M Limited (“BF&M”), a Bermuda-based insurance business.
Argus’s CEO, Alison Hill commented:
“BF&M is an important business for our island. Camellia’s stake in BF&M was up for sale. It was important that we moved quickly to buy this stake to avoid BF&M being absorbed by an overseas insurance group.
We believe that this stake is better in the hands of an accountable local community partner, rather than owned by a large overseas insurance group.
We consider the investment to be an attractive proposition for our shareholders.
Following completion of the purchase, BF&M will be able to operate its day-to-day business independently of Argus. And we would not expect this transaction to result in BF&M changing its service, contracts or personnel.”
Background to the transaction
The shareholding in BF&M is being sold by Camellia, a substantial London-listed international group. Camellia is focused on agricultural businesses and has in recent years exited non-core investments in other sectors.
On June 29, 2022, BF&M announced that it had initiated a review of strategic alternatives to maximise shareholder value, potentially including the sale of the whole of BF&M. In January 2023, BF&M confirmed that it had concluded that strategic review, without completing a sale of the whole company. Following the termination of that company-led process, Camellia sought a purchaser for their stake directly.
Transaction Terms
Subject to the terms of the share purchase agreement, BLIC will purchase Lawrie’s shareholding in BF&M for an aggregate consideration of US$100m payable in cash, financed by a combination of $50 million of existing cash resources and a new $50 million debt facility. The purchase is conditional on the satisfaction of certain conditions, including regulatory and tax approvals and notifications in a number of jurisdictions. The purchase is expected to complete in Autumn 2023. Following completion, the shareholding will be held as an investment in an associate and accounted for using the equity method.
It is possible that taxes and/or fees may become payable in connection with the purchase and obtaining the necessary pre-closing approvals and notifications although such amount cannot be determined until the required applications have been submitted. If Argus’s share of such items exceeds agreed thresholds, then Argus has the ability to terminate should it so wish. The vendor has the same termination right in respect of its share of such costs.
Argus’s current dividend policy will not change as a result of the purchase.