Last checked at 27 Sep 2011 15:24
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.
27 September 2011
Partial Cash Offerforup to 60,240,964 of the common shares of Omega Insurance Holdings LimitedbyHaverford (Bermuda) Limited
Following the announcement on 12 September 2011 by the Board of Omega Insurance Holdings Limited ("Omega" or the "Company") and the Board of Haverford (Bermuda) Limited ("HBL") of a partial cash offer by HBL for up to 60,240,964 of the common shares of Omega ("Omega Shares"), representing approximately 25 per cent. of the existing issued share capital of Omega (the "Offer") at a price of up to 83 pence per Omega Share, HBL is pleased to announce that the offer document (the "Offer Document"), which sets out, amongst other things, the full terms of and conditions to the Offer and details of the actions to be taken by Omega Shareholders and Omega DI Holders, is being posted today to Omega Shareholders and Omega DI Holders together with the Form of Tender (in the case of Omega Shareholders holding their Omega Shares in certificated form).
The Offer will initially remain open to tenders until 1.00 p.m. (London time) on 30 November 2011.
To accept the Offer in respect of Omega Shares held in certificated form, Omega Shareholders must complete, sign and return the Form of Tender, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document as soon as possible and, in any event, so as to be received by Capita Registrars, the Receiving Agents to the Offer, by no later than 1.00 p.m. (London time) on 30 November 2011.
To accept the Offer in respect of Omega DIs, Omega DI Holders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on the Closing Date. If Omega DI Holders hold their Omega DIs as CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.
The Offer Document and the Form of Tender will shortly be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on HBL's website at www.haverfordbermuda.com.
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.
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 SandersonJon EarlNick Dibden
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely pursuant to the terms of the Offer Document, which contains the full terms and conditions of the Offer, including details of how to tender in respect of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
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 advisers
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.
Dealing disclosure requirements
Although the Code does not apply to Omega or to the Offer, Omega Shareholders and persons considering the acquisition or disposal of any interest in Omega Shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UK Listing Authority and other applicable regulatory rules regarding transactions in Omega securities.