Written on 9 May, 2022

AUB Group Limited (AUB) today announces it has entered into a binding agreement to purchase Tysers, a leading Lloyd’s wholesale broker and is undertaking an equity capital raising to provide funding towards the acquisition.

Highlights

• Tysers is a leading specialist international insurance broker based in London and the 6th largest wholesale broker in the Lloyd’s marketplace, writing annual gross premiums of AUD3.6 billion^[1].
• Acquisition is consistent with AUB’s strategy to provide support for clients with international placement needs, to capture further economics in the broking value chain and accelerate scale in its Agencies.
• Tysers strengthens AUB’s competitive position. Tysers’ specialist capabilities will allow AUB to design and deliver market leading products for AUB’s broker and agency network and to enhance the ability to establish new agencies and secure Lloyd’s binders.
• AUD880 million (GBP500 million) purchase price on a debt free basis with potential additional deferred consideration of up to AUD176 million (GBP100 million) based on the achievement of revenue targets.
• Estimated annual run-rate synergies of c. AUD 25 million of incremental EBITDA derived from cost rationalisation and margin enhancement on current premiums to be realised in full after 18 months.
• The Acquisition will be funded from proceeds of an AUD350 million Equity Raising, a placement of AUD176 million (GBP100 million) of AUB shares to the vendor of Tysers, and a new AUD675 million multi-currency debt facility.
• Completion of the Acquisition is expected in AUB’s 1H23, subject to regulatory approvals.
• Separately, AUB and PSC Insurance (PSC) (ASX: PSI) have entered into a non-binding term sheet (Term Sheet) under which it is intended that PSC will acquire a 50% stake in Tysers’ UK Retail division (Tysers UK Retail) as part of a 50/50 joint venture with AUB, using the same multiple and commercial terms as the overall deal.

Transaction Overview

AUB today announces it has entered into an agreement with sellers Odyssey Investment Partners to acquire 100% of Tysers^[2] for AUD880 million (GBP500 million) (the Acquisition).

Tysers is a leading specialist international insurance broker and the 6^th largest wholesale broker in the Lloyd’s marketplace, the largest insurance market globally. With 200 years of expertise, it is differentiated by its strong specialty focus, market knowledge, experience and placement capabilities as well as exceptional client and market relationships. The business has a robust track record of growth and profitability with strong cash conversion.

The business operates across three segments:

• Wholesale: wholesale broker to the Lloyd’s market with deep expertise and global distribution;
• Managing General Agents (MGA): substantial number of delegated authorities, both in-house and third party; and
• Retail: UK niche broker and managing general agent servicing SME and high net worth and other private clients.

Tysers has ~1,100 employees with the significant majority based in the UK.

Tysers has in place a strong management team which will continue to manage day to day operations. To facilitate integration into the broader AUB group, Mike Emmett (AUB Group CEO) and Peter Harmer (Current AUB Non-Executive Director) will be appointed to the Tysers Board.

Acquisition in line with stated strategy to build scale in Lloyds’ wholesale broking

Tysers will provide AUB with specialist capabilities, direct access to the Lloyd’s market and allows AUB to capture further economics in the insurance broking value chain. In the short term, this will allow AUB to direct AUD200 million of gross written premium (GWP) to Tysers from existing and future placements within broking and agency networks, creating an uplift in margin and revenue for AUB. Direct access to Lloyd’s and international markets is expected to also provide AUB’s broking networks and underwriting agencies in Australia and New Zealand with capacity to write additional new business and deliver differentiated exclusive products to AUB’s network.

The broader and enhanced product offering is expected to be well received by AUB’s client base, assisting our brokers to attract new clients.

JV with PSC to acquire 50% of Tysers UK Retail business

AUB and PSC have entered into a Term Sheet under which it is intended that PSC will acquire a 50% stake in Tysers UK Retail as part of a 50/50 joint venture with AUB as soon as practicable after completion of the Acquisition. PSC’s acquisition of the 50% stake is intended to be at the same multiple and on the same commercial terms as the Acquisition. PSC expects to fund its equity contribution from existing resources.

PSC is an Australian listed insurance broking and insurance intermediary business with existing UK retail broking capability and with a similar culture and values to AUB. They have a strong track record of acquiring, owning and operating insurance intermediary businesses outside the Australia New Zealand region.

Commenting on the transaction, Mike Emmett, AUB Group CEO said: “The acquisition represents an important next step in the AUB Strategy to build out our client offering and risk expertise. Lloyd’s is the largest insurance market in the world. Tysers provides AUB Group the ability to access a diverse range of risks and insurance types for our clients and broker networks in Australia and New Zealand whilst also gaining the capability to accelerate the establishment of new agencies in these markets. Clive Buesnel, Tysers CEO, is a highly respected insurance executive in the Lloyds and London market, and we are delighted to welcome him and the Tysers team to the AUB family as we embark on a new chapter for both AUB Group and Tysers.”

Clive Buesnel, Tysers CEO said: “AUB is the perfect partner to allow Tysers to continue our proud history and support our growth ambitions. The strategic and cultural alignment is clear, and we are excited about executing on future opportunities together. We are proud of our culture and track record and look forward to working collaboratively and innovatively with AUB.”

Jeff McKibben, Odyssey Senior Managing Principal said: “Tysers is a high quality leading independent Lloyd’s broker. We believe AUB Group will be a very good strategic partner for the business as it continues its post-COVID earnings recovery. We look forward to retaining ongoing exposure to Tysers through our investment in AUB and participating in the growth trajectory of the merged Group.”

Tony Robinson, PSC CEO said: “We are excited at the opportunity to partner with AUB for the proposed JV of the Tysers UK Retail business. It presents an opportunity for us to secure 50% of a meaningful UK Retail broker which is in line with our strategy to grow in the UK and diversify our insurance intermediary business.”

Note: AUD denominated financials derived from GBP in this announcement have been translated at GBP:AUD of 1.76

[1] Tysers CY21 gross written premium was AUD3.6 billion.

[2] Being 100% of the shares in each of: (i) Galileo Insurance Services LLC; (ii) Integro Insurance Brokerage Services LLC; (iii) Integro Insurance Brokers Holdings Ltd and (iv) Tysers (Bermuda) Ltd and their respective subsidiaries.