Hiscox Regulatory News (HSX)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI: 5493007JXOLJ0QCY2D70

For immediate release

6 May 2020

HISCOX LTD

RESULTS OF CAPITAL RAISE

Hiscox Ltd ("Hiscox" or the "Company") announces the successful completion of the non-pre-emptive placing of new ordinary shares of 6.5 pence each (the "Placing Shares") in the capital of the Company announced on 5 May 2020 (the "Placing").

A total of 57,601,123 new Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed by UBS AG London Branch ("UBS") and Goldman Sachs International ("Goldman Sachs" and, together with UBS, the "Joint Bookrunners") at a price of 650 pence per Placing Share (the "Placing Price"). In conjunction with the Placing, certain directors and members of senior management of the Company have agreed to subscribe for an aggregate of 92,302 new ordinary shares in the capital of the Company (the "Subscription Shares"), at the Placing Price, pursuant to the terms and conditions of the subscription letters entered into with the Company (the "Subscription"). The Placing and the Subscription are together being referred to as the "Capital Raise".

Together, the Capital Raise of 57,693,425 new Ordinary Shares raised gross proceeds of approximately £375 million. The Placing Price of 650 pence represents a discount of 6.1 per cent to the closing share price of 692.4 pence on 5 May 2020. The Placing Shares and the Subscription Shares (together, the "New Shares") being issued represent, in aggregate, approximately 19.99 per cent of the existing issued ordinary share capital of Hiscox prior to the Capital Raise.

Hiscox consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process. The Company is pleased by the strong support it has received from existing shareholders and new investors.

Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the New Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. on 11 May 2020. The Capital Raise is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms.

The New Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of 6.5 pence in the capital of Hiscox, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Following Admission, the total number of ordinary shares in issue in Hiscox will be 353,828,050. Hiscox currently holds 7,523,190 ordinary shares as treasury shares which do not carry voting rights, and, therefore, following Admission, the total number of voting shares in Hiscox in issue will be 346,304,860.

Director and senior management participation

Certain Directors and members of senior management of the Company and/or persons closely associated with them have agreed to subscribe for the number of Subscription Shares, at the Placing Price, opposite their name as set out below:

This announcement is released by the Company and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Marc Wetherhill, Group Company Secretary.

For further information, please contact:

Hiscox Ltd

Marc Wetherhill, Group Company Secretary, Bermuda +1 441 278 8321

Kylie O'Connor, Head of Communications, London +44 (0)20 7448 6656

Ryan Thompson, Investor Relations Manager, London +44 (0)20 7448 6522

UBS (Corporate Broker, Sponsor & Joint Bookrunner) +44 (0)20 7567 8000

John Woolland

Anna Richardson Brown

Alex Bloch

Goldman Sachs (Joint Bookrunner) +44 (0)20 7774 1000

Victor Lopez-Balboa

Richard Cormack

Ashish Pokharna

Brunswick (PR Adviser)

Tom Burns +44 (0)20 7404 5959

Simone Selzer +44 (0)20 7404 5959

IMPORTANT NOTICES

No action has been taken by the Company, Goldman Sachs or UBS or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (Regulation (EU) 2017/1129) to be published. Persons needing advice should consult an independent financial adviser.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Goldman Sachs or UBS or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to: (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, Qualified Persons who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

The distribution of this Announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Goldman Sachs or UBS or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Goldman Sachs and UBS to inform themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or Jersey or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities referred to herein have been subject to a product approval process, which has determined that such securities referred to herein are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: (i) the price of the securities referred to herein may decline and investors could lose all or part of their investment; (ii) the securities referred to herein offer no guaranteed income and no capital protection; and (iii) an investment in the securities referred to herein is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Goldman Sachs and UBS will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the securities referred to herein. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the securities referred to herein and determining appropriate distribution channels.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

Goldman Sachs is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority (the "PRA") and the FCA. UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland, and it is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. Each of Goldman Sachs and UBS are acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. Goldman Sachs and UBS will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

In connection with the Placing, each of Goldman Sachs and UBS and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to purchase or sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Goldman Sachs or UBS and any of their affiliates acting in such capacity. In addition, Goldman Sachs and UBS and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Goldman Sachs and UBS and any of their respective affiliates may from time to time acquire, hold or dispose of shares or other securities. Goldman Sachs or UBS do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition, in the event that Goldman Sachs or UBS acquire Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, Goldman Sachs or UBS do not propose to make any public disclosure in relation to such transactions.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.