Castelnau Group Regulatory News (CGL)

24 Nov 2006 15:13

Catlin Group Limited24 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 RECOMMENDED OFFER BY CATLIN GROUP LIMITED FOR WELLINGTON UNDERWRITING PLC Publication of documents Further to the announcement made on 30 October 2006 of the Offer by Catlin forWellington, Catlin announces that its Offer Document containing the full termsand conditions of the Offer being made by Catlin to acquire the entire issuedand to be issued share capital of Wellington, is being posted to WellingtonShareholders, together with the Form Of Acceptance And Election. Key terms of the Offer The Offer is made on the following basis: • For each Wellington Share, 0.17 new Catlin Shares and 35 pence in cash. Based on the Closing Price of Catlin on 22 November 2006, the Offer values each Wellington Share at approximately 122 pence and the existing issued share capital of Wellington at approximately £602 million. • This represents a premium of approximately 1.8 per cent. to the Closing Price of Wellington on 22 November 2006, and approximately 25 per cent. to the Closing Price of Wellington on 23 October 2006, the last Business Day prior to the announcement that Catlin and Wellington were in discussions. The Offer is final and will not be increased, except that Catlin reserves theright to increase the Offer if any third party announces a firm intention tomake an offer for Wellington. Prospectus and Circular to Catlin Shareholders The UK Listing Authority has today approved a Prospectus in relation to theissue of up to 88,483,888 New Catlin Shares in connection with the Acquisition,and a Circular to Catlin Shareholders which includes a Notice of GeneralMeeting. A general meeting of Catlin Shareholders is to be held at 4.30pm (localtime) on 12 December 2006 in Bermuda for the purpose of considering and ifthought fit approving the Acquisition. The Prospectus is being posted to Catlinand Wellington Shareholders and the Circular to Catlin Shareholders. Timetable The First Closing Date of the Offer will be 18 December 2006. WellingtonShareholders are strongly encouraged to accept the Offer ahead of this date.Whilst Catlin remains confident of completing the Acquisition before Christmas,the proximity of the 1 January 2007 renewals season means there are strongcommercial and operational advantages for the Enlarged Group in combining thebusinesses, and therefore for Catlin's completing the Acquisition, ahead of thisdate. Update on Syndicate Cessation Application As announced on 30 October 2006, Wellington has made an application to Lloyd'sfor permission to cease Syndicate 2020 with effect from the end of 2006, withthe capital provided by Wellington Corporate Members to that syndicate beingmade available to support underwriting on Syndicate 2003 for the 2007 year ofaccount. If the Cessation Application is approved, compensation will be paid tothe unaligned members for the cessation of Syndicate 2020. The terms of the proposed compensation allow the unaligned members of Syndicate2020 to choose between receiving either (i) 50 pence in cash for each £1 ofprospective 2007 capacity on Syndicate 2020; or (ii) 40 pence in cash for each£1 of prospective 2007 capacity on Syndicate 2020 plus the option to maintain anequivalent amount of capacity on a new reinsurance syndicate that will write awhole account quota share reinsurance of Syndicate 2003 for at least the 2007and 2008 years of account. Members' agents representing unaligned members of Syndicate 2020 haverecommended that all unaligned members of Syndicate 2020 for whom they act votein favour of and accept the terms of the proposed compensation. Catlin andWellington anticipate that the Cessation Application will be determined by earlyDecember 2006. The Cessation Application and payment of compensation areconditional upon the Offer's becoming or being declared unconditional in allrespects, but the Offer is not conditional upon approval of the CessationApplication and will proceed, provided all of the conditions to the Offer aresatisfied, regardless of whether or not the Cessation Application is approved. In connection with the Cessation Application, Catlin has agreed to pay, orreimburse to WUAL, on demand a sum equal to the amount of all the compensationpayable to unaligned members of Syndicate 2020 who validly accept thecompensation offered by WUAL pursuant to the Cessation Application, and to paythe costs of printing and posting the Cessation Application. In the event thatall unaligned members of Syndicate 2020 choose the all-cash option, compensationpayable is currently estimated to total approximately £127 million. Acceptance procedures If you hold your Wellington Shares, or any of them, in certificated form (thatis, not in CREST), you may only accept the Offer in respect of such shares bycompleting and signing the Form Of Acceptance And Election in accordance withthe procedures set out in the Offer Document and the Form Of Acceptance AndElection. The Form Of Acceptance And Election must be returned as soon aspossible and, in any event, so as to be received by Capita Registrars atCorporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU notlater than 1.00 pm (London time) on 18 December 2006. If you hold your Wellington Shares in certificated form, but under differentdesignations, you should complete a separate Form Of Acceptance And Election inrespect of each designation. Additional Forms of Acceptance And Election areavailable from Capita Registrars by telephone on 0870 162 3121 (or +44 20 86392157 if calling from outside the UK). If you hold your Wellington Shares, or any of them, in uncertificated form (thatis, in CREST), you may only accept the Offer in respect of such shareselectronically through CREST by TTE instruction in accordance with theprocedures set out in the Offer Document. The TTE instruction must be settled assoon as possible and, in any event, not later than 1.00 pm (London time) on 18December 2006. If you hold your Wellington Shares under different member accountIDs, you should send a separate TTE instruction for each member account ID. Copies of the Offer Document, Circular and Prospectus are available forinspection at the offices of Debevoise & Plimpton LLP, Tower 42, 25 Old BroadStreet, London EC2N 1HQ during normal business hours up to and including thedate of Admission. Terms defined in the Offer Document, Prospectus and Circular have the samemeanings in this announcement. 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