Last checked at 14 May 2012 17:36
14 May 2012
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 or regulations of such jurisdiction
RECOMMENDED CASH ACQUISITION
OF
OMEGA INSURANCE HOLDINGS LIMITED
BY
CANOPIUS GROUP LIMITED
(to be implemented by way of an amalgamation under the Bermuda Companies Act)
POSTING OF CIRCULAR
On 25 April 2011, the boards of Canopius Group Limited ("Canopius") and Omega Insurance Holdings Limited ("Omega") announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Omega by Canopius (the "Acquisition").
Omega is pleased to advise that a circular (the "Circular") explaining the background to, and terms of, the Acquisition, and containing a notice convening a special general meeting of Omega Shareholders to approve the Acquisition ("SGM"), together with the related Form of Proxy and Form of Direction, are being posted to Omega's Shareholders and holders of Depositary Interests today.
The SGM will be held at 9.30am (Bermuda time) on 7 June 2012 at the offices of Cox Hallett Wilkinson Limited in Bermuda (Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11). Shareholders may appoint a proxy by following the instructions outlined within the Circular and completing the form enclosed with the Circular.
Whether or not Shareholders propose to attend the SGM, they are requested to complete, sign and return the Form of Proxy or, in the case of holders of Depositary Interests representing Omega Shares held through CREST, the Form of Direction enclosed with the Circular.
·; Shareholders who hold their Omega Shares in certificated form should return the completed Form of Proxy by 1.30pm (UK time) on 1 June 2012.
·; Holders of Depositary Interests should return the completed Form of Direction instructing Capita Registrars to vote on their behalf at the SGM by 1.30pm (UK time) on 31 May 2012.
The Circular is available for viewing on Omega's website http://www.omegauw.com.
Terms defined in the Circular shall have the same meaning in this announcement.
Enquiries:
Omega Tel: +44 (0) 20 7767 3000
John Coldman, Chairman
Richard Pexton, Chief Executive
Kinmont Tel: +44 (0) 20 7087 9100
(Joint financial adviser to Omega)
John O'Malley
Cenkos Tel: +44 (0) 20 7382 7800
(Joint financial adviser to Omega)
Ian Soanes
Haggie Financial Tel: +44 (0) 20 7417 8989
(PR adviser to Omega)
David Haggie
Juliet Tilley
Canopius Tel: +44 (0) 20 7337 3700
Michael Watson, Executive Chairman
Keefe, Bruyette & Woods Tel: +44 (0) 20 7663 5400
(Joint financial adviser to Canopius)
Stephen Howard
Max Cornu-Thenard
Aon Benfield Securities Tel: +44 (0) 20 7578 7000
(Joint financial adviser to Canopius)
Andrew Beecroft
Ross Milburn
West Hill Corporate Finance Tel: +44 (0) 20 7464 8427
(Joint financial adviser to Canopius)
Andrew Galloway
Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571 / Mobile: +44 (0) 7973 611 888
(PR adviser to Canopius)
Anthony Carlisle
This announcement is not intended to and does not constitute, or form part of, any offer to sell, purchase, exchange or subscribe for, or an invitation to purchase or subscribe for, any securities or the solicitation of an offer to sell, purchase or exchange any securities or of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Omega in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document. The Acquisition will be made solely pursuant to the terms of the Circular which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Amalgamation. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Circular. Omega Shareholders are advised to read the formal documentation in relation to the Acquisition carefully, once it has been dispatched.
Whether or not Omega Shares are voted at the Special General Meeting, if the Amalgamation becomes effective, those Shares will be cancelled pursuant to the Amalgamation in return for the payment to each Omega Shareholder of the Acquisition Price.
Copies of this announcement and any formal documentation relating to the Acquisition 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. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise determined by Canopius and permitted by applicable law and regulation), such offer may not be made directly or indirectly, in or into, or by the use of mail 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 acceptable by any such use, means, instrumentality or facilities.
Keefe, Bruyette & Woods, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Canopius and for no-one else in connection with the Acquisition and will not be responsible to any person other than Canopius for providing the protections afforded to clients of Keefe, Bruyette & Woods, nor for providing advice in relation to the Acquisition or any other matters referred to herein.
Aon Benfield Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Canopius and for no-one else in connection with the Acquisition and will not be responsible to any person other than Canopius for providing the protections afforded to clients of Aon Benfield Securities, nor for providing advice in relation to the Acquisition or any other matters referred to herein.
West Hill Corporate Finance, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Canopius and for no-one else in connection with the Acquisition and will not be responsible to any person other than Canopius for providing the protections afforded to clients of West Hill Corporate Finance, nor for providing advice in relation to the Acquisition or any other matters referred to herein.
Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Omega and for no-one else in connection with the Acquisition and will not be responsible to any person other than Omega for providing the protections afforded to clients of Kinmont, nor for providing advice in relation to the Acquisition or any other matters referred to herein.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Omega and for no-one else in connection with the Acquisition and will not be responsible to any person other than Omega for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the Acquisition or any other matters referred to herein.
Publication on website
A copy of this announcement will be available free of charge on Omega's website at http://www.omegauw.com and on Canopius' website at http://www.canopius.com by no later than 12.00 p.m. (UK time) on 15 May 2012.