'We won't change our offer,' say Brit; Chaucer boss Gilmour retires

Brit has confirmed that its offer to takeover rival Lloyd's insurer Chaucer has now been withdrawn.

In a statement, Brit said: "On 22 June 2009, Brit confirmed that it made a proposal to the board of Chaucer in relation to a possible offer for the entire issued and to be issued share capital of Chaucer. The terms of the proposal were 0.23 new Brit ordinary shares for each existing Chaucer ordinary share.

"Brit's proposal was conditional on a recommendation from the board of Chaucer. The board of Chaucer has informed Brit that it is not in a position to recommend the proposal and, accordingly, Brit has decided to withdraw its proposed offer.

"In coming to its decision, the board of Brit determined that it was not in the best interests of its shareholders to make any material adjustment to its proposed terms."

In response, Chaucer issue the following statement: "On 9 February 2009, the board of Chaucer announced that it had received a number of approaches from third parties. Since that time, in line with the process set out in the announcement dated 10 February 2009, the company has been engaged in discussions with those parties to see whether an offer for the entire issued share capital of the company might be forthcoming which would offer better value to shareholders than pursuing an independent future. Having consulted shareholders regarding the terms of the possible offer from Brit, which were announced on 22 June 2009, the board has concluded that they are not in a position to recommend the Brit Offer. Accordingly, all offer discussions have now ceased."

Chaucer has also moved to announce a number of board changes, including the exit of its chief executive Ewen Gilmour.

The company said: "Ewen Gilmour, chief executive, has informed the board of his intention to retire. The process to appoint a new chief executive is already in progress, the nomination committee has appointed a recruitment adviser to help take this forward. It is intended that Ewen will retire from the board before the end of the year once his successor has been appointed and an orderly transition has been completed. Bob Stuchbery, chief underwriting officer, is to assume Ewen's responsibilities as chief executive of Chaucer Syndicates Limited, the Group's main operating subsidiary, with immediate effect.

"Mark Graham, chief financial officer, has decided to leave the Company to pursue other opportunities and he will be stepping down from the board with immediate effect. The process to appoint a new chief financial officer is similarly underway and in the intervening period Ken Curtis, (who has been finance director of Chaucer Syndicates Limited since July 2003), will act as interim chief financial officer of the company.

"Bruce Bartell, active underwriter of Syndicate 1084, is to join the Board with immediate effect.

"Chris Forbes, senior independent director, who has been a member of the board since 2001, has expressed a wish to step down from the boards of both the company and of Chaucer Syndicates Limited and will do so with effect from 30 June. The process to appoint two additional independent non-executive directors to the board is underway. The Board would like to thank Mark and Chris for their significant contributions to the Company over the years."

Earlier today, private equity firm Pamplona increased its stake in Chaucer to 9.99%. See: Pamplona raises Chaucer stake again