Orascom Inv Regulatory News (OIH)

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Statement Re Omega Insurance Holdings Limited ("Omega")

The Directors of Barbican Group Holdings Limited ("Barbican") have noted the recent announcement made by the Board of Omega Insurance Holdings Limited ("Omega") and the Board of Haverford (Bermuda) Limited ("HBL") in relation to the partial cash offer for shares in Omega by HBL, and the subsequent announcement by Canopius Group Limited ("Canopius"). On 13 June 2011, Barbican announced its interest in pursuing a business combination with Omega. Barbican hereby confirms that it has submitted a proposal to Omega, described herein, with regard to a potential combination of the two businesses.

Barbican proposes (i) to be acquired by Omega in an all share transaction, with no acquisition premium to be paid to the Barbican shareholders and (ii) a partial cash alternative immediately following completion, for existing Omega shareholders only, to be effected by way of a share buy-back tender offer (the "Cash Tender") for up to 60 million shares (approximately 24.57% of the Omega's current outstanding shares) at a fixed price of 84p per Omega share (the "Barbican Proposal"). We believe this proposal provides better value than either the HBL proposal or the Canopius proposal.

The Barbican Proposal provides Omega shareholders with the opportunity to participate in an enlarged group (the "Combined Company") that will benefit from (a) an experienced, Lloyd's focused management team, (b) the cost and capital efficiencies that can result from combining two Lloyd's entities, and (c) 100% aligned capacity at Barbican's Syndicate 1955, which has no third party capital. Alternatively, existing Omega shareholders may choose to participate in the Cash Tender, with the benefits outlined above accruing to all continuing shareholders.

The existing Omega shareholders will have the benefit of being able to both (a) vote on the Barbican Proposal, and (b) consider whether to participate in the Cash Tender without regard to their post-tender position as minorities.

Barbican believes that its proposal provides substantial benefits and value relative to the HBL and Canopius proposals. The Barbican Proposal is based upon what it believes to be reasonable cost savings assumptions, no improvement in general trading conditions and conservative operating assumptions relative to the Lloyd's sector.

The Barbican Proposal

·; Omega acquires Barbican for shares with the exchange rate set by the ratio of Net Tangible Assets ("NTA") contributed by each company. The NTA for each company would be of a uniform date and adjusted primarily for (a) consistency of reserving, as determined by a mutually agreed independent actuary, and (b) valuation/settlement of certain outstanding contingent liabilities.

·; The Combined Company would remain listed on the London Stock Exchange.

·; At closing, the Combined Company will undertake the Cash Tender at a fixed price of 84p as described above.

o The Cash Tender will be financed by one or more banks pursuant to a debt refinancing of the Combined Company overall. A leading lender to the Lloyd's sector, which has an existing relationship with Barbican, has provided a letter indicating its willingness to provide all of the necessary financing, subject to normal caveats.

o To the extent that the bank proceeds are less than initially indicated, Barbican's largest shareholders are also willing to fund part of the Cash Tender.

o Given the existing levels of leverage in both companies, it is expected that the gearing ratios of the Combined Company would be prudent and within acceptable market levels. It is envisaged that the anticipated restructuring of the Combined Company could lead to the repayment of any term debt, if required.

o It is expected that former Omega shareholders will constitute a majority of the ownership of the Combined Company after the Cash Tender.

·; By combining the underwriting capabilities of Omega and Barbican, the board of the Combined Company could continue to develop the Omega and Barbican syndicates into a leading underwriting platform with sufficient scale, based on disciplined underwriting and a strong control environment.

·; It is intended that the Combined Company will maintain a consistent annual dividend, subject to normal ongoing management and Board discretion.

·; The composition of the Combined Company board is yet to be determined, although it is envisaged that certain affiliates of Barbican's investors will join the board. However, it will be ensured that the transaction will not trigger a change in control of Omega and the independence of the Combined Company Board will be maintained. It is anticipated that directors affiliated with Barbican investors would be a minority. These directors would be experienced, active investors who are focused on plan execution and capital discipline. We welcome director candidate suggestions from existing Omega shareholders, including the role of Non-Executive Chairman.

·; The Combined Company would adopt and maintain the principles of the UK Takeover Code, particularly as they relate to minority protections.

·; The transaction is expected to constitute a Class 1 transaction pursuant to the Listing Rules, and is subject to the approval of Omega shareholders at a general meeting.

The HBL Proposal vs. The Barbican Proposal

The HBL proposal does not address any of the challenges faced by Omega, but appears to provide HBL with a blocking position relative to future potential corporate transactions.

Omega is sub scale and while HBL has yet to outline its strategy for Omega, HBL does not have any notable insurance operations to drive efficiencies in the short run. Should Omega decide to make an acquisition to increase scale, it would likely need to pay a premium for that acquisition. If the HBL proposal is successful, current Omega shareholders will be shareholders in a company effectively controlled by HBL without the customary protections afforded by the UK Takeover Code. We encourage all Omega shareholders to read the full details of HBL's proposal, including the proposed compensation terms of Mr. Byrne's service contract contained in HBL's 12 September 2011 announcement at http://haverfordbermuda.com/pressannouncement.pdf.

We believe the Barbican Proposal is superior to the HBL proposal in that:

·; The Cash Tender is at a higher and certain price, and benefits all continuing shareholders on a pro rata basis;

·; It provides better corporate governance as described above;

·; It provides an opportunity for all Omega shareholders to vote on the proposals;

·; Immediate cost and capital synergies are available; and

·; Barbican offers the Combined Company fully aligned capacity in Syndicate 1955, while Omega would otherwise continue with only a non-aligned syndicate.

The Canopius Proposal vs. The Barbican Proposal

We believe that since the Canopius proposal to acquire Omega for cash is at a discount to last reported tangible book value per share, it undervalues Omega relative to the value that we believe can be created by combining Omega with Barbican; our proposal allows shareholders to maintain exposure to a Lloyd's business with professional management and additional scale. If they accept the cash offer, Omega shareholders will not see any benefit from the cost savings, opportunities and capital efficiencies presented by the Canopius proposal.

Barbican has been analysing a merger with Omega for over a year and has had access to the Omega data room since May 2011. We are convinced of the value of Barbican's Proposal, and look forward to Omega and its advisors commencing due diligence on Barbican so they can assess the merits of our proposal. We are available to begin to work with Omega and its advisors immediately.

Barbican's management and shareholders are also available to meet with Omega shareholders to discuss the Barbican Proposal's terms, where appropriate.

There is no certainty that a transaction will be forthcoming, nor as to the terms of any such transaction, nor does this announcement constitute a commitment on the part of Barbican to proceed with the proposed transaction. A further announcement will be made if appropriate.

For more information please contact:

Contact

Damian Beeley 020 7861 3139 or 07950 481 795

dbeeley@pelhambellpottinger.co.uk

Zoë Pocock 020 7861 3961 or 07595 106 859

zpocock@pelhambellpottinger.co.uk

Pelham Bell Pottinger