Castelnau Group Regulatory News (CGL)

25 February 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Catlin Group Limited

Confirmation of shares in issue

Catlin Group Limited ("Catlin") confirms that as at the close of business on 24 February 2015, it had 367,244,675 common shares of US$ 0.01 each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the common shares is BMG196F11004.

For further information please contact:

Nicola Graham

Tel: 0207 626 0486

Dealing Disclosure Requirements

Catlin is a Bermudian entity and is therefore not subject to the City Code. Accordingly, shareholders of Catlin and others dealing in common shares of Catlin are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosures of dealings as if the City Code applied and as if Catlin were in an "offer period" under the City Code.

Catlin's website contains the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the Financial Conduct Authority (FCA) under the Financial Services and Markets Act 2000 (FSMA).

In light of the foregoing, as provided in Rule 8.3(a) of the City Code, any person who is "interested" in one per cent. or more of any class of "relevant securities" of Catlin or of any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash") should make an Opening Position Disclosure following the commencement of the "offer period" and, if later, following the announcement in which any "securities exchange offeror" is first identified.

An Opening Position Disclosure should contain details of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) Catlin and (ii) any "securities exchange offeror(s)". Persons to whom Rule 8.3(a) would have applied had the City Code been applicable should make an Opening Position Disclosure by no later than 3.30 pm (London time) on the tenth "business day" following the commencement of the "offer period" and, if appropriate, by no later than 3.30 pm (London time) on the tenth "business day" following the announcement in which any "securities exchange offeror" is first identified. Relevant persons who undertake "dealings" in the "relevant securities" of Catlin or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure should instead make a Dealing Disclosure.

Rule 8.3(b) of the Code provides that if any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of an offeree or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that offeree or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a Dealing Disclosure by no later than 3.30 p.m. (London time) on the "business day" following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. Under Rule 8 of the City Code, a Dealing Disclosure would contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of (i) Catlin and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed under Rule 8.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Catlin or a "securities exchange offeror", they would, if the City Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

Consistent with the provisions of Rule 8.1 of the City Code, Opening Position Disclosures should be made by Catlin and by any "offeror", and all "dealings" in "relevant securities" of Catlin by Catlin, by any "offeror" or by any persons "acting in concert" with any of them, should be disclosed in a Dealing Disclosure by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. 

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you should disclose a "dealing" by reference to the above, you should contact an independent financial adviser authorised by the FCA under FSMA.