Last checked at 7 Dec 2009 12:45
7 December 2009
OMEGA INSURANCE HOLDINGS LIMITED
Indication of Requisition of Special General Meeting
Omega Insurance Holdings Limited ("Omega" or the "Company") announces that on 3 December 2009 it received a communication from Invesco Asset Management Limited ("Invesco") that it was considering convening a special general meeting ("Notification").
The Notification calls for the directors of the Company, in accordance with the provisions of section 74 of the Companies Act 1981 of Bermuda (as amended) and/or Bye-law 22 of the Bye-Laws of the Company, to convene a special general meeting for the purposes of considering and, if thought fit, passing the following resolutions of the Company:
1. that Walter Fiederowicz be removed from the Board of Directors of the Company;
2. that Christopher Clarke be removed from the Board of Directors of the Company;
3. that John Coldman be appointed a Director of the Company to hold office as a Class II Director in place of Walter Fiederowicz;
4. that James Bryce be appointed a director of the Company to hold office as a Class I director in place of Christopher Clarke;
5. that Robin Spencer-Arscott and Jonathan Betts each be appointed as additional directors to hold office as Class II directors of the Company; and
6. that Ernest Morrison and David Cooper each be appointed as additional directors to hold office as Class I directors of the Company.
The board of directors of the Company (the "Board") has been advised by the Company's Bermudian counsel that the Notification does not constitute a legally binding requisition. The Board has, since 3 December 2009, been in discussions with Invesco in order to ascertain whether it intended to proceed formally to requisition a special general meeting to propose the resolutions set out above (the "Proposals") and has today been advised that Invesco does so intend.
The Proposals will continue to be discussed with Invesco and also with other key shareholders in further detail with a view to seeking shareholder support against them. The Board considers the Proposals not to be in the best interests of the Company.
The Company had already announced on 18 November 2009 that Walter Fiederowicz would be stepping down as Chairman, and that Korn/Ferry had been appointed to conduct the search for a new independent Chairman expected to be appointed by the end of the year. The Proposals make the completion of such a process extremely difficult.
A further announcement will be made in due course.
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
Notes to Editors
Omega became the holding company of the Omega group of companies (the "Omega Group") on 9 November 2006 when the scheme of arrangement of Omega Underwriting Holdings PLC (the Omega Group's previous holding company and now wholly-owned by Omega) ("OUH") became effective. On the same date the Common Shares of Omega were admitted to trading on AIM, the admission of OUH's shares to trading on AIM was cancelled and OUH was re-registered as a private limited company.
On 7 July 2009, the common shares of Omega were admitted to the Official List of the London Stock Exchange and to trading on its main market for listed securities. On the same date, the admission of Omega's common shares to trading on AIM was cancelled.
The Omega Group, through its wholly owned subsidiary, Omega Underwriting Agents Limited, acts as a Lloyd's managing agent for Syndicate 958 and in February 2006 established a new insurance and reinsurance business, Omega Specialty Insurance Company Limited ("Omega Specialty"), based in Bermuda. In September 2006 Omega incorporated a new surplus lines insurer, Omega US Insurance, Inc. ("Omega US Insurance"), in Delaware which is held under a Delaware incorporated intermediate holding company Omega US Holdings, Inc.
Syndicate 958
Syndicate 958's capacity for the 2009 year of account is £249 million. The Syndicate has made an underwriting profit in every closed year of account since its inception in the 1980 year of account. The Syndicate has focused predominantly on short-tail, diversified property orientated insurance and reinsurance with a focus on small to medium sized insureds, with whom the Omega Group has built long-standing track records.
On 13 July 2009, the A.M. Best Company, Inc. reaffirmed the Syndicate's Financial Strength Rating of 'A' (Excellent) and an Issuer Credit Rating of 'a+' (Excellent).
Omega Specialty
Omega Specialty received its license from the Bermuda Monetary Authority in February 2006 as a Class 3 insurer and has been reclassified as a Class 3B insurer. It was capitalised at US$172 million. Since then, Omega Specialty's premium income has been predominantly derived from its reinsurances of Syndicate 958 and the Omega Group's Lloyd's corporate member, Omega Dedicated, together with its increasing book of third party reinsurances where it seeks to underwrite business of a similar type and composition to be complementary to that underwritten by Syndicate 958.
On 13 July 2009, the A.M. Best Company, Inc. reaffirmed Omega Specialty's Financial Strength Rating of 'A-' (Excellent).
Omega US Insurance
Omega US Insurance is an insurance company licensed in the state of Delaware and underwrites on a surplus lines basis in other US States. Omega US Insurance is currently eligible to write business in 42 US jurisdictions (including on an admitted basis in Delaware) and applications are pending in further states. It was capitalised at US$50 million from the net proceeds of a share placing by OUH in October 2006.
On 3 December 2007, Omega US Insurance received a Financial Strength Rating from A.M. Best Company, Inc. of 'A-' (Excellent). The rating was reaffirmed on 3 February 2009.