Integro employee shareholders to receive no payouts from sale of Tysers to AUB

Reuters
31 Mar
Integro employee shareholders to receive no payouts from sale of Tysers to AUB

By Michael Jones

March 31 - (The Insurer) - Employee shareholders in former Tysers parent Integro Group Holdings (IGH) have been told they are not expected to receive any proceeds in relation to the sale of Tysers to AUB Group, five senior broking market sources told The Insurer.

Tysers was acquired by AUB for A$880 million ($554.3 million) from former majority shareholder Odyssey Investment Partners in 2022.

While Odyssey retained ownership of IGH, Tysers employees, alongside those at Galileo Insurance, Integro Insurance Brokers, Integro Insurance Brokers Holdings and Tysers (Bermuda), all transferred to AUB.

All employee shareholders at the time of the acquisition, including those who remain with IGH and those who moved with Tysers, have now been told they are not expected to receive any distributions from the deal.

An email from IGH sent to employee shareholders stated: "All proceeds that Integro will receive have been settled and paid to those parties that are legally entitled to them. We do not expect any distributions to any shareholder."

At the time of the acquisition, AUB issued 9,018,974 new shares to Odyssey, which were escrowed for a 24-month period.

Three senior market sources said that these shares were sold in late 2024 with a contingent earn-out also paid to IGH earlier this year.

The maximum additional deferred consideration was A$176 million based on the achievement of revenue targets, the initial acquisition announcement said. The Insurer has not been able to establish the final deferred consideration paid for the broker.

These sources said that IGH had received all scheduled payments from AUB as part of the acquisition and was scheduled to distribute them to relevant parties.

The proceeds were used to settle any accounts, outstanding debts or costs associated with Integro, four senior market sources said. However, a source close to Odyssey said that they did not receive any proceeds.

Four senior London market broking sources said that IGH has informed employee shareholders that they are not expected to receive distributions.

Three senior sources emphasised that the distribution of proceeds is an IGH-related legacy issue and is unrelated to AUB.

They added that the email to the employee shareholders did not offer details about why they did not receive any distributions, with two of these sources suggesting a lack of transparency in the process from IGH.

Separately, two sources close to Tysers said the company is moving from its traditional calendar-year bonus structure to AUB's financial year, which begins on July 1. As a result, they said it recently issued the equivalent of a six-month bonus relating to the period from January to June 2024, with the rest of 2024’s bonus to be issued in line with the wider AUB group later this year.

Tysers and Odyssey Investment Partners declined to comment. AUB did not immediately respond to a request for comment.

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