Achilles reveals Brit board plans

Achilles, the company set up by private equity firms Apollo Management and CVC Capital Partners to buy Brit Insurance Holdings, has unveiled further details about the composition of the Lloyd’s insurer’s board.

According to the formal offer document, Achilles and Brit have agreed that once the offer becomes unconditional, which is expected to happen during the first quarter of 2011, the insurer’s board will comprise Dane Douetil, who will continue as Brit’s chief executive, two Dutch independent directors and the directors that will be proposed at the company’s forthcoming extraordinary general meeting on 17 December.

Following the appointment of Maarten Hulshoff or another Dutch tax-resident director to the board, the Apollo/CVC consortium, Achilles and Brit will endeavour to ensure that there remain at least two Dutch tax-resident directors on the Board.

Achilles has agreed not to use its Brit voting rights to remove any UK independent directors from the board until the contingent value payment portion of the offer package is determined and paid. Assuming Brit chairman John Barton and Peter Hazell are the two UK independent directors, Joe MacHale and Cees Schrauwers will resign as directors on the offer becoming or being declared wholly unconditional.

As announced in February, Matthew Scales will be stepping down as finance director. The firm has subsequently announced that will leave the role on 20 December, and will be replaced by Scott Egan on January 7 2011.

Achilles also said it has not identified any reason to change Brit’s domicile, redeploy any of its fixed assets or make any material changes to the workforce or their conditions of employment. However, the company added that it reserves the right to change Brit’s structure from time to time in light of market conditions and the evolution of its strategy.

Achilles and Brit announced on October 26 that they had agreed on offer terms. Under the offer, Brit shareholders will receive a base amount of £10.75 a share in cash, plus a contingent value payment of up to 25p dependent on the extent to which Brit’s year-end net tangible asset value a share exceed £10.75. The full amount will be payable if Brit’s full-year net tangible asset value hits or exceeds £11 a share.

The closing date for the offer is 27 December 2010, before which Brit shareholders must declare whether or not they accept the offer. Achilles is seeking acceptance from 95% of the shareholders, but says it reserves the right to reduce this at any time, although not below 50%.