PIB swoops for personal lines specialist Jigsaw Insurance

Jigsaw specialises in the motor, breakdown and pet segments of the UK market. It reported £14.21m of revenue for the year ended 31 March 2022.

With PIB having focused on specialist commercial and non-standard personal lines, the buy will be a notable development for the group.

While Jigsaw is a Plc, its shares are not currently traded on any listing. The firm, formerly known as NCI Vehicle Rescue, was however traded on the ISDX Growth Market until 13 February 2015. The business’ name was changed in 2019.

Listing

Due to the previous listing history being within 10 years, the deal still comes under the City Code on Takeovers and Mergers.

The proposal has therefore had to be made with a public announcement via a regulatory information service and hosted on Jigsaw’s website ahead of an offer document being sent to shareholders within 28 days.

According to the publication, PIB has already had “irrevocable undertakings” from the holders of 60.11% of Jigsaw’s shares.

If the figure reaches 90% it will become unconditional and proceed whatever the remaining shareholders vote.

All of Jigsaw’s directors are backing the deal and recommending shareholders vote in favour.

Brands

The takeover is structured through a base price of 204 pence per share giving a total of £22.67m with a further 14 pence per share payable on terms and conditions.

Aggregator participant Jigsaw, whose brands include breakdown service rescuemycar.com, NCI Insurance for private car and 4paws for pets has over 120 staff.

The recommended cash offer document detailed that PIB “does not expect any material change in the number of employees, balance of skills and functions of employees and management of the Jigsaw Group during the 12 months following completion.

“The buyer confirms that the existing contractual and statutory employment rights of the Jigsaw Group’s employees, management and directors will be fully safeguarded and respected in accordance with applicable laws.”

Adding: “The buyer has no intention to change the locations, headquarters, functions, places of business or fixed assets of Jigsaw following completion.”

Opportunity

Explaining the rationale for the deal, the report stated: “PIB believes that Jigsaw would be a great addition to its group.

“Based on discussions between the buyer and the management team of Jigsaw, the buyer believes that there is an exciting opportunity for the buyer’s group and the Jigsaw Group to work together to support the continued growth and expansion of Jigsaw and that the team would be significant contributors to the continued growth and success of the buyer’s group.”

It highlighted that the buy was “in line” with PIB’s expansion plan “to build market leading positions in specialist insurance businesses”.

Detailing: “The acquisition will provide Jigsaw with access to the resources of the buyer’s group and enable Jigsaw’s own development to be enhanced by utilising and leveraging off the buyer’s strong relationships with insurance carriers and existing product and service skills.”

The deal, which has a long-stop date of 20 January 2023, would need approval from the Financial Conduct Authority.

IMAS Corporate Finance is advising Jigsaw and Stifel Nicolaus Europe is advising PIB.

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