Consortium and management team announce acquisition of Whittington UK from the Whittington Group
Tawa, Skuld and Paraline combine forces to acquire the leading provider of third-party syndicate management services at Lloyd's
A consortium comprising Tawa Plc, Skuld, and Paraline Group, Ltd. ("the Consortium") today announced a definitive agreement to acquire Whittington Insurance Markets Limited("Whittington") ("WIM"), the London-market operations of Whittington Group and Lloyd's leading provider of full, turnkey agency management services in Lloyd's. The management team, led by Stephen Cane, CEO, will become equity investors in the newly formed acquiring company and will continue to manage this successful business that it has built over the past eighteen years.
The transaction is subject to the approvals of Lloyd's and the FSA and is expected to close within approximately 90 days.
Marcelli (Newco) Ltd ("NewCo") has been incorporated to acquire WIM and has entered into an agreement to acquire 100% of WIM. The total cash consideration will be funded through a combination of a bank loan provided by Barclays Bank, preference shares and ordinary shares, which will be subscribed for by the Consortium.
Tawa plc has agreed to invest £7 million in NewCo Limited, in return for 33% of the preference shares and 30% of the ordinary equity in NewCo. To finance the transaction, Tawa will draw down on a new £15 million bank facility that has been arranged to support this investment, facilitate further opportunities and for general corporate purposes. The investment in NewCo will be equity accounted in the Tawa report and accounts and the Barclays bank loan provided to NewCo is non-recourse to Tawa. The transaction is not expected to have a material impact on the net assets of Tawa.Tawa expects that the investment in NewCo will increase pre-tax consolidated earnings for the year ended 31 December 2012 by £1 million.
WIM provides Lloyd's managing agency services to existing and start-up syndicates at Lloyd's. For the year ended 31 December 2010, WIM's consolidated (unaudited) profits before tax were £4.6 million and net tangible assets were £3.5 million.
Gilles Erulin, Chief Executive Officer of Tawa Plc, commented:
"This transaction provides us with a platform through which to expand our range of services to the Lloyd's community. Whittington is the leading franchise in the Lloyd's agency management market and provides us with real scale as a provider of live insurance services. This is highly complementary with the range of consulting and outsourcing services currently provided through Pro, and we look forward to developing these businesses in tandem with one another."
Stephen Cane, Chief Executive Officer of Whittington, commented:
"We are extremely pleased with the acquisition by the Consortium and also with the opportunity to participate in the ownership of our Company. We look forward to continuing to provide highest quality management services to our clients and maintaining the trust of Lloyd's as a third party syndicate manager providing turnkey and incubation services for new syndicates. Each of the partners will provide strength and stability to our business. With the support of our new ownership group, we will also now have the ability to provide capital to selected new entrants to Lloyd's."
Bruce Schnitzer, Chief Executive Officer of Paraline, commented:
"We are always interested in partnering with high quality management teams and other compatible firms. Whittington has a distinguished history and is well respected in the Lloyd's community. Its expertise will be of value to Paraline's Syndicate 4242 as we grow and develop additional underwriting classes.
"Our business model is built on a combination of underwriting services, activities for others and application of our own underwriting capital, particularly in times of market need. This investment significantly furthers these objectives and is a welcome addition to the Paraline portfolio."
Douglas Jacobsohn, Chief Executive Officer of Skuld added:
"Our plan in establishing Syndicate 1897 last year included the creation of our own managing agency as soon as practicably possible. This acquisition allows us to move that timetable forward on a cost efficient basis. We are committed to continuing to expand our involvement in the London market and beyond, as an extension of our heritage as the world's leading P&I Mutual Club. We are always looking for new ways in which we can provide first-class service, and this arrangement enables us to continue to do that across a wider platform. Moreover, the structure of this consortium transaction very much encapsulates the way Skuld Group operates, being innovative and groundbreaking."