Castelnau Group Regulatory News (CGL)

24 Oct 2006 14:53

Wellington Underwriting PLC24 October 2006 IMMEDIATE 24 October 2006 Wellington Underwriting plc ("Wellington" or the "Company") Discussions relating to a possible offer The Board of Wellington (the "Board") notes the recent increase in its shareprice. The Board confirms that it is in discussions with Catlin Group Limited("Catlin") which may or may not lead to a cash and shares offer being made forthe Company. The Board will need to be satisfied, inter alia, that the business plan for theenlarged group is likely to deliver greater value to Wellington shareholdersthan Wellington's standalone strategic plans. In the absence of an offer whichsatisfies this requirement, Wellington will continue to work towards thedelivery of its stated strategic objectives as set out in its interim resultsfor the six months ended 30 June 2006. Discussions between the parties are continuing and the Board will updateshareholders in due course. In the meantime the Board advises shareholders ofWellington to take no action. This statement is being made with the approval of Catlin, but does not representa firm intention by Catlin to make an offer for the purposes of the City Code onTakeovers and Mergers (the "Code"). There can be no certainty that an offer willultimately be made or on the value or other terms at which any offer may bemade. For further information: Wellington Preben Prebensen: +44 (0) 20 7337 2000 Katherine Letsinger: +44 (0) 20 7337 2000 Financial Dynamics Robert Bailhache: +44 (0) 20 7269 7200 Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Catlin or Wellington, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of Catlinor Wellington, they will be deemed to be a single person for the purpose of Rule8.3 of the Code. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Catlin or of Wellington by Catlin or Wellington, or by any oftheir / its respective "associates", must be disclosed by no later than 12.00noon (London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marksare defined in the Code, which can also be found on the Takeover Panel'swebsite. If you are in any doubt as to whether or not you are required todisclose a "dealing" under Rule 8, you should consult the Takeover Panel. This information is provided by RNS The company news service from the London Stock Exchange