Last checked at 17 Oct 2011 15:05
17 October 2011
Omega Insurance Holdings Limited ("Omega")
Update regarding potential transactions
The board of directors of Omega (the "Board") wishes to update shareholders on the current status of discussions regarding potential transactions with Haverford (Bermuda) Limited ("HBL"), Canopius Group Limited ("Canopius") and Barbican Insurance Group Limited ("Barbican").
Since their appointment in 2010, the new Omega directors have consulted with Omega shareholders about the future direction of the business. It became clear at the start of 2011 that the majority of Omega shareholders wished to see the Board explore a sale of the business. The Board therefore engaged with a number of parties regarding a potential transaction. The Board is aware that amongst the Omega shareholders there are different views on the form of the most appropriate transaction, with some shareholders seeking a cash exit and others seeking to continue to have an exposure to Omega's business.
On 12 September 2011 HBL announced the terms of a partial tender offer, which the Board believe was in the best interests of Omega to be put to all Omega shareholders, under which HBL would acquire up to 60,240,964 Omega shares at up to 83 pence per share (the "HBL Offer"). On 13 September 2011 Canopius announced that it had made an indicative proposal to the Board to acquire the entire issued and to be issued share capital of Omega for a cash consideration of 83 pence per share (the "Canopius Proposal"). On 22 September 2011 Barbican announced that it had submitted to the Board a proposal for the combination of Omega and Barbican together with a share buy-back funded largely from internal resources and new debt facilities.
The Board is aware that, as a pre-condition to the making of an offer, the Canopius Proposal requires a commitment to a substantial reinvestment of cash proceeds into the enlarged unquoted Canopius group. That requirement is outside the control of the Omega Board and may or may not be met. With respect to the HBL Offer, the Board has discussed with HBL and its advisers the issues that have been raised by certain of Omega's shareholders regarding the terms of the tender offer. The Board continues to have a dialogue with all three parties.
The Board will further engage with Omega's shareholders in order to reach finality as soon as possible.
Contacts:
Kinmont Tel: +44 (0)20 7087 9100
John O'Malley
Mat Thackery
Cenkos Tel: +44 (0)20 7397 8900
Ian Soanes
Haggie Financial Tel: +44 (0)20 7417 8989
David Haggie
Juliet Tilley
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 14 October 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.