Orascom Inv Regulatory News (OIH)

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

1 December 2011

PARTIAL CASH OFFER FOR UP TO 60,240,964 OF THE COMMON SHARES OF OMEGA INSURANCE HOLDINGS LIMITED ("OMEGA") BY HAVERFORD (BERMUDA) LIMITED ("HBL")

HBL announces that it may decide not to extend the partial cash offer by HBL to acquire up to 60,240,964 of the common shares of Omega (the "Offer") and accordingly the offer may lapse. HBL does not agree with Omega's recent announcement that if the minimum levels of tenders were received by 1.00pm yesterday, the Offer may not lapse.

Following the interim management statement of third quarter results by Omega, HBL requested further information from Omega, so HBL could understand the reasons for and consequences of the very significant and unexpected deterioration in Omega's financial position and prospects, in particular in comparison to the position indicated by HBL's previous due diligence. HBL is continuing to review this information and is considering its position.

A further announcement will be made by HBL before 8.00am (London time) on Friday 2 December. Tenders have been received for substantially more than the maximum number of shares that may be acquired under the Offer. 

HBL confirms it indicated to the Omega Board on 29 November that, subject to the agreement of Omega, it would be willing to make a new offer for up to 60,240,964 shares, at a fixed price of 74p per share, with an initial closing date as soon as practicable after agreement with Omega has been reached, but otherwise on the same terms as the Offer. HBL stands ready to continue discussions and negotiations with Omega in connection with this possible new offer.

Enquiries:

Citi(Financial Adviser to Haverford (Bermuda) Limited) Tel: +44 (0)20 7986 4000Basil GeogheganJohn SandhuCyrille Cotte

Powerscourt Tel: +44 (0)20 7250 1446(Public Relations Adviser to Haverford (Bermuda) Limited)Giles SandersonNick Dibden

Terms and expressions used but not defined in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the offer document posted to Omega Shareholders on 27 September 2011 (the "Offer Document").

Takeover Code disapplication

As Omega is incorporated and has its registered office in Bermuda, the Code does not apply to the Offer. Pursuant to Regulation 87 of the Omega Byelaws, the Omega Board may determine that the whole or part or the Code shall be deemed to apply to any offer for Omega. However, pursuant to the terms of the Implementation Agreement, Omega and HBL have agreed that the Code will not apply to the Offer. Omega and HBL have acknowledged that the Takeover Panel does not have jurisdiction over the Offer.

Omega Shareholders should be aware that one consequence of the Code not applying to and the Takeover Panel not having jurisdiction over the Offer is that any dispute relating to the Offer (including its Conditions) shall be judged by English law, and that any court would apply its own established sets of rules and standards of interpretation when deciding the merits of any such dispute. Accordingly, courts, when applying such rules and standards of interpretation, may not take account of, amongst other things, previous Takeover Panel rulings, practice statements and annual reports.

Notice to Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purpose of complying with the laws of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The Offer will not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement and all documents (including custodians, nominees and trustees) relating to the Offer should observe these restrictions and should not mail or otherwise forward, distribute or send this announcement or documents relating to the Offer in or into or from any Restricted Jurisdiction. 

Notice to US holders of Omega Shares

The Offer is being made for securities of a Bermuda company and Omega Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with UK and Bermuda law and UK disclosure requirements, format and style, all of which differ from those in the United States. Omega's financial statements, and all financial information that is included in this announcement or the Offer Document or that may be included in any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and may not be comparable to financial statements of United States companies.

Omega and HBL are both companies incorporated under the laws of Bermuda. Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of HBL and a majority of the assets of Omega are located outside the United States. As a result, it may not be possible for Omega Shareholders in the United States to effect service of process within the United States upon Omega or HBL or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Omega or HBL or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in Bermuda in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.

Financial adviser

Citi, which is authorised and regulated in the UK by the FSA, is acting exclusively for HBL and no one else in connection with the Offer and will not be responsible to anyone other than HBL for providing the protections afforded to clients of Citi or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Omega and certain plans and objectives of HBL with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning.

These statements are based on assumptions and assessments made by HBL in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. HBL does not assume any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.