Castelnau Group Regulatory News (CGL)

27 Nov 2006 07:01

Catlin Group Limited27 November 2006 Not for release, publication or distribution, in whole or in part, in, into orfrom Australia, Canada or any other jurisdiction where to do so would constitutea violation of the relevant laws of such jurisdiction 25 November 2006 RECOMMENDED OFFER BY CATLIN GROUP LIMITED FOR WELLINGTON UNDERWRITING PLC Offer Document Catlin announces that the Offer Document containing its Offer to WellingtonShareholders has today been put on display at the offices of Debevoise &Plimpton LLP, Tower 42, 25 Old Broad Street, London EC2N 1HQ, where it will beavailable for inspection during normal business hours from the date of thisannouncement up to and including the date of Admission. The Offer Document hasbeen posted to Wellington Shareholders. Terms defined in the Offer Document have the same meanings in this announcement. The Catlin Directors accept responsibility for the information contained in thisannouncement. To the best of their knowledge and belief (having taken allreasonable care to ensure that such is the case), the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. This announcement does not constitute, or form part of, any offer for orinvitation to sell or purchase any securities, or any solicitation of any offerfor, securities in any jurisdiction. Any acceptance or other response to theOffer should be made only on the basis of information contained in or referredto in the Offer Document and the Prospectus. Such documents contain importantinformation which Wellington Shareholders are urged to read carefully. 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. Further, the lawsof the relevant jurisdiction may affect the availability of the Offer (includingthe Mix and Match Facility) to persons not resident in the United Kingdom.Persons who are not resident in the United Kingdom, or who are subject to thelaws of any jurisdiction other than the United Kingdom should inform themselvesabout, and observe, any applicable requirements. Further details in relation tooverseas shareholders are contained in the Offer Document. The material set forth herein is for information purposes only and should not beconstrued as an offer for securities for sale in or into the United States orany other jurisdiction. The New Catlin Shares to be issued in connection withthe Offer have not been, nor will they be, registered under the US SecuritiesAct of 1933, as amended, or under the securities laws of any state of the UnitedStates of America and may not be offered or sold in the United States ofAmerica, absent registration or an applicable exemption from registration. The Offer is made for the securities of a UK company and is subject to UKdisclosure requirements, which are different from those of the United States.Financial statements included in the Offer Document and Prospectus have beenprepared in accordance with non-US accounting standards and may not becomparable to the financial statements of US companies. It may be difficult for you to enforce your rights and any claim you may havearising under the US federal securities laws, since Catlin and Wellington arelocated in non-US jurisdictions, and some or all of their officers and directorsmay be residents of non-US jurisdictions. You may not be able to sue a non-UScompany or its officers or directors in a non-US court for violations of USsecurities laws. Further, it may be difficult to compel a non-US company and itsaffiliates to subject themselves to a US court's judgement. The relevant clearances have not been, and will not be, obtained from thesecurities commission of any province or territory of Canada; no Prospectus or aProspectus equivalent has been, or will be, lodged with, or registered by, theAustralian Securities and Investments Commission and the New Catlin Shares havenot been, nor will they be, registered under or offered in compliance withapplicable securities laws of any state, province, territory or jurisdiction ofCanada or Australia. Accordingly, the New Catlin Shares may not (unless anexemption under relevant securities laws is applicable) be offered, sold, resoldor delivered, directly or indirectly, in or into the United States, Canada orAustralia or any other jurisdiction outside the United Kingdom if to do so wouldconstitute a violation of the relevant laws of, or require registration thereofin, such jurisdiction or to, or for the account or benefit of, a person locatedin the United States, Canada or Australia or such other jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange