Orascom Inv Regulatory News (OIH)

3 March 2010

OMEGA INSURANCE HOLDINGS LIMITED

Re: Invesco Asset Management Limited

As previously announced, Omega Insurance Holdings Limited ("Omega" or the "Company"), the international insurance and reinsurance group based in Bermuda, has received communications on behalf of Invesco Asset Management Limited ("Invesco") calling for the Company to convene a special general meeting to consider resolutions to remove Walter Fiederowicz and Christopher Clarke as Directors of the Company and to appoint John Coldman and five other persons as additional proposed directors (the "Proposed Directors"), with the result that the Proposed Directors would together control the Board (the "Invesco Proposals"). On 18 February 2010 the Company dispatched a circular (the "Circular") to convene a special general meeting (the "SGM") to consider resolutions (the "Resolutions") to appoint the Proposed Directors as additional directors of the Company.

New information concerning the Invesco Proposals has now come to the attention of Omega as a result of statements made by Invesco's external counsel on behalf of Invesco and by Invesco itself. Omega therefore has a legal obligation to Shareholders to inform them of this new information ahead of the SGM to be held on 12 March 2010 as set out below.

Background to the SGM

As announced on 7 and 23 December 2009 and 29 January and 18 February 2010, Omega has received communications on behalf of Invesco calling for the Company to convene a special general meeting to consider resolutions to remove Walter Fiederowicz and Christopher Clarke as Directors and to appoint the Proposed Directors as additional directors with the result that the Proposed Directors would together control the Board. In addition, Mr. Coldman, whom Invesco propose would be elected Chairman, has requested that the remaining non-executive Directors, Clifford Palmer, Coleman Ross and Nicholas Warren, agree to stand down when he asks them to do so and in any case before the Company's 2010 annual general meeting. The Board has been in dialogue with most major Shareholders of the Company and, while the communications on behalf of Invesco did not constitute legally binding notices of requisition under Bermuda law, the Company has stated that it acknowledges and wishes to facilitate the right of all Shareholders to have the opportunity to vote on the resolutions for the appointment of the Proposed Directors. Accordingly, as announced on 18 February 2010, the Company dispatched the Circular to convene the SGM which is the appropriate forum to effect this change of control of the Board.

As announced on 18 February 2010, the Independent Directors do not however believe that this change of control of the Board would be in the best interests of the Company and the Shareholders as a whole for the reasons set out in the Circular. These include the breach of several important principles of good corporate governance which would result from the constitution of the board of Omega following the passing of the Resolutions and the implementation of the Invesco Proposals.

The Circular also set out certain risk factors which the Independent Directors considered in making their recommendation that Shareholders vote against all the Resolutions and that Shareholders themselves should consider in deciding how to vote. The risk factor concerning regulatory implications set out in the Circular is as follows:

"Regulatory Implications

It is unclear at this time, what, if any, action regulators may take if the Resolutions are passed and as a result the Invesco Proposals are implemented. Some regulators have raised questions regarding the potential instability and other changes in the Group resulting from the passing of the Resolutions. The Delaware Department of Insurance, which is the domiciliary regulator of Omega US, has indicated that they will review the proposed changes to the Board and consider what, if any, regulatory approvals these changes will require of certain Shareholders and what effect the pursuit of these changes may have on a disclaimer of control which the Delaware Department of Insurance originally granted to Invesco. The Delaware Department of Insurance has called a public hearing for 10 March 2010 to consider the disclaimer of control. It is possible that other states, which have approved Omega US, may also take action in response to the passing of the Resolutions."

The New Information concerning the Invesco Proposals

Since 18 February 2010, lawyers acting as external counsel to Invesco in the public hearing called by the Delaware Department of Insurance (the "Delaware proceeding") advised Omega's external counsel in a telephone conversation on 26 February 2010 of Invesco's position in relation to the Delaware proceeding and the proposed changes to the Omega Board. In particular, Invesco's counsel stated on behalf of Invesco that:

1) Invesco has not picked the Proposed Directors;

2) Invesco has not been pushing for changes in the Omega Board; 

3) it is Cenkos Securities plc ("Cenkos"), the Company's joint broker, which is pushing for the changes in the Omega Board; and

4) it was not Invesco's idea to seek to requisition a special general meeting. Cenkos asked Invesco to do it because a requisition needs to be made by a shareholder that holds not less than 10 per cent. of the Company's shares. 

The Company wrote to Invesco requesting Invesco to advise whether the assertions made by Invesco's external counsel accurately reflected Invesco's current position. Invesco responded on 2 March 2010 with respect to the above points as follows:

1) Invesco confirmed that this was its position;

2) Invesco stated that it has requested that Shareholders be given an opportunity to vote on changes to the Board of Omega, which Invesco supports, but that it has not "pushed" any other Shareholders to vote in favour of the proposed changes; and

3) and 4) Invesco stated that it did not believe that these matters are relevant to the SGM.

Omega notes that Invesco made a public announcement on 22 December 2009 entitled: "Clarification statement by Invesco Asset Management Limited ("Invesco") regarding Omega" (the "Invesco Announcement"). In that announcement Invesco referred to the two communications sent on its behalf (which it referred to as requisition notices) requiring the board of Omega to convene an SGM. Invesco stated: "Invesco believes that the matters set forth in the requisition are of such a nature that they ought to be considered by all of the shareholders of Omega convened in a general meeting. Invesco wishes to make clear also, for the benefit of staff, customers, brokers and other parties, that this action should be regarded as a statement of support for the business going forward as Invesco believes it is in the best interests of Invesco's investors and in recognition of Omega's excellent underwriting track record."

The Independent Directors remain of the belief that the change of control of the Board pursuant to the Invesco Proposals would not be in the best interests of the Company and the Shareholders as a whole for the reasons set out in the Circular and the Independent Directors continue to recommend that Shareholders vote against all the Resolutions.

As previously announced each of Walter Fiederowicz and Christopher Clarke has confirmed to the Company that he will step down as a Director if the Resolutions are passed in light of the Invesco Proposals calling for his removal.Accordingly, Messrs Fiederowicz and Clarke have a conflict of interest in making a recommendation to Shareholders. In this announcement"Independent Directors" means all of the Directors other than Messrs Fiederowicz and Clarke. Each of the three other non-executive Directors of the Company, Clifford Palmer, Coleman Ross and Nicholas Warren, has informed the Company that he intends to step down as a Director if the Resolutions are passed.

 APPENDIX

The full text of the public announcement made by Invesco on 22 December 2009 is as follows:

"OMEGA INSURANCE HOLDINGS LIMITED ("Omega" or the "Company")

Clarification statement by Invesco Asset Management Limited ("Invesco") regarding Omega 

Invesco notes the statement released by Omega on 7 December 2009 (the "Statement") and wishes to make the following points of clarification.

Discussions have taken place over a number of weeks with a view to achieving a private settlement to the matters referred to in the Company's Statement. Such a settlement did not prove possible.

On 3 December 2009 a copy of a requisition notice requiring the Board of Omega to convene a special general meeting of the Company (the "SGM") was sent to Omega"s registered office in Bermuda in accordance with the provisions of section 74 of the Companies Act 1981 of Bermuda (as amended) and Bye-Law 22 of the Bye-Laws of the Company. The proposed resolutions were set out in the Statement. On the same day the Company and its advisers were sent copies of the requisition electronically.

In light of the Company's Statement, concerning the validity of the requisition, Invesco has on 22 December 2009 sent a revised requisition notice requiring the Board of the Company to convene an SGM. The requisition has been sent electronically to the Company and its advisers and is being sent by courier to the Company's registered office. Invesco considers that upon receipt by the Company in Bermuda of the original document the requisition will be legally binding. Invesco believes that the matters set forth in the requisition are of such a nature that they ought to be considered by all of the shareholders of Omega convened in a general meeting.

Invesco wishes to make clear also, for the benefit of staff, customers, brokers and other parties, that this action should be regarded as a statement of support for the business going forward as Invesco believes it is in the best interests of Invesco's investors and in recognition of Omega's excellent underwriting track record."

Media Enquiries:

Byron Ousey / Michael Turner, Kreab Gavin Anderson +44 (0)20 7074 1800

Analysts Enquiries:

Lucia Langella Rahn/Andrew Jones, Kreab Gavin Andersen +44 (0)20 7074 1800