Markel International Limited signed agreement on the terms of a recommended cash by way of a scheme of arrangement to acquire Abbey Protection Plc (AIM:ABB) from Numis Securities Ltd., Mawer Investment Management Limited, Miton Group plc (AIM:MGR), Henderson Global Investors (Holdings) Limited, The Diverse Income Trust plc (LSE:DIVI) managed by Miton Capital Partners Limited, Miton Capital Partners Limited, Brown Shipley & Co. along with Directors of Abbey and others for approximately £110 million on October 9, 2013. The offer per share is £1.15. In addition, Abbey Protection shareholders will be entitled to receive the interim dividend of £0.024 pence per Abbey share from Abbey. The cash consideration payable by Markel under the terms of the acquisition will be financed from the existing cash resources of the Markel Group. The transaction reported an enterprise value-to-earnings before interest, tax and depreciation (EBITDA) multiple of 9.3 times and a price-to-earnings multiple of 14.5 times. Colin Davison, Chris Ward, Adrian Green, Elizabeth Grace, Murray Fairclough, Richard Candy, Simon Howes and Toby Clarke of Abbey Protection Senior Executive Team and Tony Shearer, Chairman of Abbey Protection together hold 56.6 million shares representing 56.6% stake. Also, Markel has received letter of intent to vote in favor of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Abbey Protection General Meeting from David Hartley of Senior Executive Team, in respect of 0.4 million Abbey shares and from Mawer Investment Management Limited in respect of 9.9 million shares and thus in total, received irrevocable undertakings from Abbey shareholders in respect of 66.7 million shares representing 67% stake. Tony Shearer and Paul Wilson will resign as non-executive Abbey Protection Directors with effect from the acquisition becoming effective. April 30, 2014 or such later date as Markel and Abbey Protection may, with the consent of the panel will be Long Stop Date.

Markel International Limited and Abbey Protection have entered into a confidentiality agreement on October 30, 2012, pursuant to which Markel has undertaken to keep certain information relating to transaction, Abbey's business, customers or financial affairs confidential and not to disclose such information to third parties. These confidentiality obligations will remain in force until completion of the transaction. The Abbey Protection Directors consider the terms of the transaction to be fair and reasonable. The scheme is subject to the approval by a majority of shareholders of Abbey, in number representing not less than 75% at the Court Meeting, resolutions required to be passed by the requisite majorities at the Abbey Protection general meeting, the sanction of the scheme and the confirmation of the Capital Reduction by the court and the receipt of regulatory approvals from the Financial Conduct Authority, the Guernsey Financial Services Commission and the Solicitors Regulation Authority and third party approval. The Abbey Protection Directors intend to recommend unanimously that Abbey Protection shareholders vote in favor of the scheme. As of November 4, 2013, the directors of Abbey unanimously recommend shareholder to vote in favour of the acquisition. The transaction was approved at the Court Meeting and the special resolution was approved at the general meeting of Abbey Protection on December 2, 2013. The deal is expected to complete by April 30, 2014. As of January 6, 2014, the deal was approved by FCA, the GFSC and the SRA, the regulatory bodies. As of January 14, 2014, Court sanctioned the transaction.

Guy Wiehahn, James Britton and Harry Florry of Peel Hunt LLP acted as the financial advisor for Markel International. Ed Berry and Tom Willetts of FTI Consulting acted as the public relations advisor and Simon Boadle, Steve Cater and Jon Raggett of PricewaterhouseCoopers LLP acted as the financial advisor and Bidhi Bhoma and Toby Gibbs of Shore Capital and Corporate Ltd acted as nominated adviser and broker to Abbey Protection. Clyde & Co LLP acted as legal advisor to Markel while Keri Rees, Steve Haciking, Mark Roe, Tom Milburn, Matthew Gorrindge and Amanda Dodsworthuk of Eversheds acted as legal advisor and Computershare Investor Services PLC acted as registrar to Abbey Protection.

Markel International Limited completed the acquisition of Abbey Protection Plc (AIM:ABB) from Numis Securities Ltd., Mawer Investment Management Limited, Miton Group plc (AIM:MGR), Henderson Global Investors (Holdings) Limited, The Diverse Income Trust plc (LSE:DIVI) managed by Miton Capital Partners Limited, Miton Capital Partners Limited, Brown Shipley & Co. along with Directors of Abbey and others on January 17, 2014. The capital reduction received the approval from court on January 17, 2014. Cancellation of admission to trading on AIM of, and cessation of dealings in, Abbey Protection shares is scheduled on January 20, 2014.