Last checked at 2 Dec 2011 14:32
2 December 2011
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.
Omega Insurance Holdings Limited
Partial Cash Offer (the "Offer") for up to 60,240,964 of the common shares of Omega Insurance Holdings Limited ("Omega" or the "Company") by Haverford (Bermuda) Limited ("HBL")
Response to HBL Announcement
The Omega Board has considered today's announcement by HBL. HBL has announced that the Offer was over-subscribed. The Omega Board therefore sees no reason why the Offer would not proceed at the Strike Price of 83p and, as set out on page 22 of the Offer Document, become unconditional in all respects if all conditions are met within a further 21 days following the Closing Date of 30 November 2011. The Omega Board is not aware of any reason why the outstanding conditions should not be met within that timeframe (as envisaged in the timetable in the Offer Document) and sees no grounds for a change to the Strike Price of 83p which has been arrived at under the tender mechanism which HBL itself devised and was set out in HBL's Offer Document.Omega notes HBL's references to Omega's Interim Management Statement and to subsequent information supplied to HBL. On 29 November 2011 Omega announced, inter alia, that it did not consider HBL's right of withdrawal under the material adverse change clause (as set out on page 7 of HBL's Offer Document ) to have been triggered. HBL has not asserted a breach of this clause and the Omega Board confirms that Omega has made fair disclosure to HBL which is in line with the information which has been publicly disclosed.
Omega notes HBL's statement that "the strategy for Omega, if Mark Byrne becomes Executive Chairman, as described in the Offer Document and as notified to regulators, may require significant amendment if the long-term financial stability and improved performance of the Omega Group is to be secured". The Omega Board does not believe there is any reason why the strategy for Omega to which HBL refer would need to be significantly amended either in light of the Omega Interim Management Statement released on 18 November or in respect of any information provided to HBL.
In its announcement HBL states that despite the level of tenders it considers that the minimum tender condition has not been satisfied, yet it goes on to give the impression that all Conditions might yet become satisfied (or waived), in which event HBL will seek to reach common ground with Omega. The Omega Board remains open to discussions with HBL on the basis that HBL honours the tenders it has received and has requested that HBL publishes comprehensive details of any proposals it wishes to make.
Contacts:
Kinmont Tel: +44 (0)20 7087 9100
John O'Malley
Mat Thackery
Cenkos Tel: +44 (0)20 7382 7800
Ian Soanes
Haggie Financial Tel: +44 (0)20 7417 8989
David Haggie
Juliet Tilley
Defined terms used in this announcement have the meanings given to them in the Company's announcement of 12 September 2011.
Notes to Editors
Omega is incorporated and its registered office is in Bermuda. Accordingly, Omega is not subject to the provisions of The City Code on Takeovers and Mergers (the "Code"). However, Omega's Bye-laws adopt certain of the provisions of the Code including provisions dealing with compulsory takeover offers and shareholder treatment along the lines of the general principles as set out in the Code, which are to be administered at the discretion of the Board.
Omega confirms that as at the close of business on 1 December 2011 its issued share capital consisted of 244,229,862 common shares of US$0.10 each.
The International Securities Identification Number for Omega common shares is BMG6765P1095.