ACH.L Regulatory News (ACH)

20 Dec 2007 07:01

Tawa PLC20 December 2007 Tawa plc Update on the acquisition of PXRE Reinsurance Company On 6 November 2007 Tawa plc ("Tawa" or "the Company") the UK-quoted non liferun-off consolidator, announced that it had entered into a stock purchaseagreement with Argo Group International Holdings, Ltd ("Argo Group") (Nasdaq GS:AGII) to acquire its Connecticut, USA, subsidiary, PXRE Reinsurance Company("PXRE") for an estimated cash consideration of US$114m, subject to reduction,inter alia for any pre-closing dividend paid to Argo Group. Tawa has been informed that the Connecticut Department of Insurance has approvedArgo Group's request for PXRE to pay a pre-closing dividend of US$75m.Accordingly, based on a revised pro forma undiscounted net asset value at 30June 2007 of $69m, the cash consideration is now expected to be $54m. As beforethis is subject to adjustment following the calculation of the actual closingnet asset value. Closing remains subject to regulatory approval and isanticipated to be at the end of the first quarter of 2008. The Company is holding an Extraordinary General Meeting later today askingshareholders to vote in favour of a resolution to disapply statutory pre-emptionrights in relation to the issue of new ordinary shares. The Company willannounce the results of the EGM following the meeting. Enquiries: Gilles Erulin, Chief Executive 020 7204 8000Tawa plc James Britton or Guy Wiehahn 020 7418 8900KBC Peel Hunt Ltd (nominated adviser andbroker) Notes to Editors: About Tawa Tawa plc was formed in 2001 with the purpose of acquiring and managing therun-off, portfolios of non-life insurance and reinsurance companies. It alsoprovides run-off related services through a dedicated subsidiary, TawaManagement. As a consolidator of the non-life run-off market, Tawa's strategy is to acquirecompanies and portfolios in run-off in the UK, US, continental Europe, Bermuda,Australia and elsewhere as opportunities arise. By creating a diversified portfolio of run-off businesses at different stages ofthe run-off process Tawa will gain economies of scale whilst also enhancing andstabilising earnings. Since its formation, Tawa has acquired CX Reinsurance Company Limited (CX RE)and KX Reinsurance Company limited (KX RE) and is managing the run-off of thesebusinesses. In July 2007 Tawa plc was floated on the AIM market. Further information can be found on the Company's website: www.tawaplc.com ABOUT ARGO GROUP Headquartered in Bermuda, Argo Group International Holdings, Ltd. (NasdaqGS:AGII) is an international underwriter of specialty insurance and reinsuranceproducts in the property and casualty market. Argo Group offers a full line ofhigh-quality products and services designed to meet the unique coverage andclaims handling needs of businesses in three primary segments: Excess andSurplus Lines, Select Markets, and International Specialty. Information on ArgoGroup and its subsidiaries is available at www.argolimited.com. Legal Notice: The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. No offer, invitation or inducement to acquire shares in Tawa plc ("Tawa" or the"Company") or any other company is made by this announcement. This announcementis not an invitation nor is it intended to be an inducement to engage ininvestment activity for the purposes of section 21 of the Financial Services andMarkets Act 2000. This announcement includes certain forward-looking statements, which can beidentified by the use of forward-looking terminology, including the terms"believes", "estimates", "anticipates", "projects", "expects", "intends", "may","will", "seeks" or "should" or, in each case, their negative or other variationsor comparable terminology, or by discussions of strategy, plans, objectives,goals, future events or intentions. These forward-looking statements relate tomatters that are not historical facts and include statements regarding theCompany and its subsidiaries (together the "Group") and its directors' currentintentions, beliefs or expectations concerning, amongst other things, theGroup's results of operations, financial condition, liquidity, prospects,growth, strategies and the industry in which the Group operates. Forward-lookingstatements are not an assurance of future performance. All forward-lookingstatements in this announcement rely on a number of assumptions concerningfuture events and are subject to known and unknown risks and a number ofuncertainties and other factors that may or may not occur in the future, many ofwhich are outside the Company's control that could cause actual results todiffer materially from such statements.. Other than in accordance with theCompany's obligations under the AIM Rules, the Company undertakes no obligationto update or revise publicly any forward-looking statements, whether as a resultof new information, future events or otherwise. In addition, any reference inthis announcement to the price at which the Company's ordinary shares have beenbought or sold in the past or the yield on ordinary shares cannot be relied onas a guide to future performance. Your attention is drawn to Part III andparagraph 3 of Part VI of the Company's AIM Admission Document which isavailable on the Company's website. These respectively contain a non-exclusivelist of risk factors to which the Company is subject and a summary of US lawsand regulations. This information is provided by RNS The company news service from the London Stock Exchange