The Ardonagh Group Limited entered into a Scheme Implementation Deed to acquire PSC Insurance Group Limited (ASX:PSI) from the group of Shareholders for AUD 2.3 billion on May 8, 2024. PSC shareholders will receive AUD 6.19 per PSC share in cash. As part of the Scheme, Directors Paul Dwyer, John Dwyer, Brian Austin, Tara Falk and James Kalbassi who are each significant shareholders and/or key executives of PSC will be required, as a condition to the Scheme, to elect to receive scrip in The Ardonagh Group as consideration for approximately 26% of their aggregate shareholdings in PSC, in aggregate equal to approximately 36.9 million PSC Shares, approximately 10% of total PSC shares on issue, in the form of non-voting shares in the holding company or sub-holding company of The Ardonagh Group.

The Scrip Consideration will have the same value as the Scheme Cash. The SID includes certain circumstances in which a break fee of AUD 22.6 million would be payable to Ardonagh, or a reverse break fee of AUD 22.6 million would be payable to PSC. Transaction is subject to approvals of Court, Foreign Investment Review Board, Financial Conduct Authority, Australian Competition and Consumer Commission, PSC shareholders approving the Scheme by the required majorities, the Rolling PSC Shareholders having made a valid election to receive Scrip Consideration in relation to the required proportion of their PSC shareholdings, and other customary conditions.

The Scheme is not subject to any financing condition. PSC?s Independent Board Committee and the PSC Board unanimously recommend shareholders vote in favor of the Scheme. Link Market Services Limited acted as a registrar, Goldman Sachs acted as a financial advisor, and Maddocks acted as a legal advisor to PSC Insurance Group.

Macquarie Capital and Stanton Road Partners are acting as financial advisers to The Ardonagh Group on this transaction alongside legal advisers Herbert Smith Freehills and Rehana Box, Andrew Craig and Campbell Johnston of Ashurst has advised Envest.