On 29 April 2011, Middlesea Insurance plc announced that an agreement had been reached between two of its largest shareholders – Mapfre Internacional (Mapfre) and Munich Re. Subject to regulatory approvals being obtained, Mapfre will be acquiring Munich Re’s total shareholding of 19.9% in Middlesea Insurance plc. Following this acquisition, Mapfre will increase its aggregate shareholding in Middlesea Insurance plc from the current 31.08% to 50.98% and will therefore become the majority shareholder.
The Middlesea Group also stated that Mapfre wishes to maintain the listed company status of Middlesea Insurance plc and will be assisting the Listing Authority and the other shareholders in this regard. However, according to the requirements of Chapter 11 of the Listing Rules, upon acquisition of a controlling interest in a company, Mapfre will be required to make a Mandatory Bid for the remaining shares in Middlesea, whereby all other shareholders in Middlesea will become entitled (but not obliged) to sell their shareholding to Mapfre at the Mandatory Bid price which still has to be determined.
Middlesea Insurance plc also explained that Bank of Valletta plc, which currently holds 31.08% of the issued share capital of Middlesea, has agreed with Mapfre that it will not tender its shares under the Mandatory Bid. This will be disclosed appropriately in the Mandatory Bid documentation in due course, following regulatory approval. In a separate Company Announcement issued by Bank of Valletta plc, the Bank confirmed that it looks forward to working with Mapfre to further strengthen the operations of both Middlesea and MSV Life p.l.c. BOV also remarked that Mapfre is one of Europe’s biggest corporations, and a highly respected and reputable company with high levels of expertise in the field of insurance.