On 12 August 2011 Mapfre Internacional SA published its Offer Document in terms of Chapter 11 of the Listing Rules in relation to the Mandatory Bid to the shareholders of Middlesea Insurance plc following the acquisition of a controlling interest in the company. On 29 July 2011 Mapfre purchased 18.3 million Middlesea shares from Munich Re at a price of €0.63 per share via a special trade effected on the Malta Stock Exchange. Following this transaction, Mapfre International became the majority shareholder in Middlesea with a shareholding of 50.98%.
The Offeror (Mapfre) has offered to purchase and acquire all the issued shares in Middlesea Insurance plc at the Offer Price of €0.965 per share. Shareholders of Middlesea Insurance plc who were on the Company’s books as at close of business on Friday 29 July 2011 have the option of selling their holding in Middlesea Insurance plc by completing the Acceptance Form during the acceptance period which runs from 29 August 2011 to Monday 26 September 2011.
Bank of Valletta plc, which currently holds 31.08% of Middlesea Insurance plc’s share capital, has agreed with Mapfre that it will not be participating in the Offer.
The Offer Document explained that in terms of the Listing Rules, a listed company must have at least 25% of its listed share capital in the hands of the public. Although it is clearly stated that it is the intention of the Institutional shareholders (i.e. Mapfre and BOV) for Middlesea to retain its listing on the Malta Stock Exchange, in the event that a substantial number of shareholders accept the offer, Middlesea shares may have to be de-listed from the Malta Stock Exchange.
The Offer Document is available for download here.