Castelnau Group Regulatory News (CGL)

18 Dec 2006 17:46

Catlin Group Limited18 December 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 RECOMMENDED OFFER BY CATLIN GROUP LIMITED FOR WELLINGTON UNDERWRITING PLC Offer wholly unconditional Catlin is pleased to announce that its offer for Wellington is being declaredunconditional as to acceptances and that all required regulatory approvals havebeen received. All conditions to the Offer have now either been satisfied orwaived and the Offer is now wholly unconditional. In addition, Lloyd's has approved the cessation of Wellington's Syndicate 2020.Catlin will accordingly benefit from full ownership of the enlarged capacity ofits Syndicate 2003 with effect from 31 December 2006. Approximately 38 per cent.(by capacity) of the unaligned members of Syndicate 2020 have accepted the allcash compensation offer made to them and 62 per cent. have accepted the cash andreinsurance option. As at 1.00 p.m. (London time) on 18 December 2006, Catlin had received validacceptances from Wellington Shareholders in respect of 433,038,085 WellingtonShares which Catlin will count towards satisfaction of the acceptance condition,representing approximately 85 per cent of Wellington's existing issued sharecapital. This total includes acceptances received in respect of 40,000Wellington Shares (representing approximately 0.01 per cent of Wellington'sexisting issued share capital, excluding shares held as treasury shares) whichwere subject to irrevocable commitments procured by Catlin from the Wellingtondirectors. Neither Catlin nor any of its associates has any outstandingirrevocable commitments or letters of intent in respect of any WellingtonShares. Save as disclosed in this announcement or in the Offer Document, neither Catlin,nor any person acting in concert with Catlin, is interested in or has any rightsto subscribe for, any Wellington Shares nor does any such person have any shortposition (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative or any arrangementin relation to Wellington Shares. For these purposes, "arrangement" includes anyagreement to sell or any delivery obligation or right to require another personto purchase or take delivery of Wellington Shares and any borrowing or lendingof Wellington Shares which have not been on-lent or sold and any outstandingirrevocable commitment or letter of intent with respect to Wellington Shares. The Offer will remain open until further notice. Wellington Shareholders whohave not already done so are encouraged to return their Forms of Acceptance andElection, duly completed in accordance with the instructions set out thereon andin the Offer Document. The Mix and Match Facility is now closed. Only thoseelections received under the Mix And Match Facility received from WellingtonShareholders before the First Closing Date will be considered. Settlement for those Wellington Shareholders who have validly accepted the Offerwill be effected by 29 December 2006, and within 14 days of receipt in respectof any further acceptances which are received after today's date and which arevalid and complete in all respects (as described in the Offer Document). As set out in the Offer Document, if Catlin receives acceptances under the Offerin respect of, or otherwise acquires, 90 per cent. or more of the WellingtonShares to which the Offer relates, Catlin will exercise its rights pursuant tothe provisions of Schedule 2 to the Interim Implementation Regulations toacquire compulsorily the remaining Wellington Shares in respect of which theOffer has not been accepted. As indicated in the Offer Document, it is Catlin's intention to procure thatWellington apply for the cancellation of the listing of the Wellington Shares onthe Official List for the cancellation of trading of Wellington Shares on theLondon Stock Exchange's market for listed securities. It is expected that cancellation of listing and trading will take effect notless than 20 business days from the date of Wellington's announcing that it hasmade the applications for cancellation. Following the cancellation, Wellingtonwould cease to be a listed company and there would be no publicly traded marketfor Wellington Shares. Terms defined in the Offer Document have the same meanings in this announcement. Stephen Catlin, chief executive of Catlin Group Limited, said: "I am very pleased to announce that Catlin's offer for Wellington has beendeclared unconditional. The acquisition creates material benefits for bothcompanies and their shareholders, as well as to clients and brokers." "We are now ready to take advantage of the opportunities that the acquisitionpresents to us. We have done much work since the offer was announced to plan theintegration of the two businesses. As a result of that work, we will consolidateour underwriting teams in London this week, and integration planning for otherparts of the business is progressing well." EnquiriesFor further information, contact: CatlinJames Burcke (Head of Communications, London)Tel: +44 (0)20 7458 5710Mobile: +44 (0)7958 767738Email: james.burcke@catlin.com William Spurgin (Head of Investor Relations, London)Tel: +44 (0)20 7458 5726Mobile: +44 (0)7710 314365Email: william.spurgin@catlin.com JPMorgan CazenoveSole financial adviser and joint corporate broker to CatlinTel: +44 (0)20 7588 2828Tim WiseRobert ThomsonConor Hillery UBS Investment BankJoint corporate broker to CatlinTel: +44 (0)20 7567 8000Phil Shelley MaitlandPublic relations adviser to CatlinLiz MorleyTel: +44 (0)20 7379 5151Email: emorley@maitland.co.uk WellingtonTel: +44 (0)20 7337 2000Preben Prebensen (Chief Executive) Lexicon PartnersSole financial adviser to WellingtonTel: +44 (0)20 7653 6000Angus WintherJames Viggers Citigroup Global MarketsSole corporate broker to WellingtonTel: +44 (0)20 7986 4000Andrew Thompson Financial DynamicsPublic relations adviser to WellingtonTel: +44 (0)20 7269 7200Rob BailhacheGeoffrey Pelham-Lane 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. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Catlin and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Catlin for providing the protections afforded to clients of JPMorganCazenove or for providing advice in relation to the Offer, the contents of thisannouncement, or any matter referred to herein. UBS Limited, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Catlin and no one elsein connection with the Offer and will not be responsible to anyone other thanCatlin for providing the protections afforded to clients of UBS Limited or forproviding advice in relation to the Offer, the contents of this announcement, orany matter referred to herein. Lexicon Partners, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Wellington and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Wellington for providing the protections afforded to clients of LexiconPartners or for providing advice in relation to the Offer, the contents of thisannouncement, or any matter referred to herein. Citigroup Global Markets, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively forWellington and no one else in connection with the Offer and will not beresponsible to anyone other than Wellington for providing the protectionsafforded to clients of Citigroup Global Markets or for providing advice inrelation to the Offer, the contents of this announcement, or any matter referredto herein. 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