15th Jan 2007 18:05
Catlin Group Limited15 January 2007 15 January 2007 Catlin Group Limited Compulsory Acquisition of Wellington Shares and Closing of the Offer Catlin is pleased to announce that it has received valid acceptances fromWellington Shareholders in respect of 488,979,717 Wellington Shares,representing approximately 96.6 per cent. of Wellington Shares to which theOffer relates. Accordingly, Catlin is today issuing notices under Paragraph 2 ofSchedule 2 of the Takeovers Directive (Interim Implementation) Regulations 2006to Wellington Shareholders who have not yet accepted the Offer that it nowintends to exercise its rights to acquire compulsorily all those WellingtonShares still outstanding at the expiry of the requisite notice period on thesame terms as the Offer. In the meantime, the basic terms of the Offer (but notthe Mix and Match Facility) remain open for acceptance. Forms of Acceptance andElection not yet returned should be completed and returned in accordance withthe instructions set out in the Offer Document and in the Form Of Acceptance AndElection so as to be received as soon as possible. The Offer will close at midnight on 26 February 2007, being not less than 14days from the date of this announcement. Further to Catlin's announcement on 22 December 2006, Wellington Shareholdersare reminded that the cancellation of Wellington Shares from the Official Listof the UK Listing Authority and from trading on the London Stock Exchange's mainmarket for listed securities is expected to take effect on 25 January 2007. Terms used in this announcement shall have the meaning given to them in theOffer Document. Enquiries For further information, contact: CatlinJames Burcke (Head of Communications, London)Tel: +44 (0)20 7458 5710Mobile: +44 (0)7958 767738Email: [email protected] William Spurgin (Head of Investor Relations, London)Tel: +44 (0)20 7458 5726Mobile: +44 (0)7710 314365Email: [email protected] MaitlandPublic relations adviser to CatlinLiz MorleyTel: +44 (0)20 7379 5151Email: [email protected] The Catlin Directors accept responsibility for the information contained in thisannouncement. To the best of their knowledge and belief (having taken allreasonable care to ensure that such is the case), the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Catlin and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Catlin for providing the protections afforded to clients of JPMorganCazenove or for providing advice in relation to the Offer, the contents of thisannouncement, or any matter referred to herein. UBS Limited, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Catlin and no one elsein connection with the Offer and will not be responsible to anyone other thanCatlin for providing the protections afforded to clients of UBS Limited or forproviding advice in relation to the Offer, the contents of this announcement, orany matter referred to herein. Lexicon Partners, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Wellington and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Wellington for providing the protections afforded to clients of LexiconPartners or for providing advice in relation to the Offer, the contents of thisannouncement, or any matter referred to herein. Citigroup Global Markets, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively forWellington and no one else in connection with the Offer and will not beresponsible to anyone other than Wellington for providing the protectionsafforded to clients of Citigroup Global Markets or for providing advice inrelation to the Offer, the contents of this announcement, or any matter referredto herein. This announcement does not constitute, or form part of, any offer for orinvitation to sell or purchase any securities, or any solicitation of any offerfor, securities in any jurisdiction. Any acceptance or other response to theOffer should be made only on the basis of information contained in or referredto in the Offer Document and the Prospectus. Such documents contain importantinformation which Wellington Shareholders are urged to read carefully. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Further, the lawsof the relevant jurisdiction may affect the availability of the Offer to personsnot resident in the United Kingdom. Persons who are not resident in the UnitedKingdom, or who are subject to the laws of any jurisdiction other than theUnited Kingdom should inform themselves about, and observe, any applicablerequirements. Further details in relation to overseas shareholders are containedin the Offer Document. The material set forth herein is for information purposes only and should not beconstrued as an offer for securities for sale in or into the United States orany other jurisdiction. The New Catlin Shares to be issued in connection withthe Offer have not been, nor will they be, registered under the US SecuritiesAct of 1933, as amended, or under the securities laws of any state of the UnitedStates of America and may not be offered or sold in the United States ofAmerica, absent registration or an applicable exemption from registration. The Offer is made for the securities of a UK company and is subject to UKdisclosure requirements, which are different from those of the United States.Financial statements included in the Offer Document and Prospectus have beenprepared in accordance with non-US accounting standards and may not becomparable to the financial statements of US companies. It may be difficult for you to enforce your rights and any claim you may havearising under the US federal securities laws, since Catlin and Wellington arelocated in non-US jurisdictions, and some or all of their officers and directorsmay be residents of non-US jurisdictions. You may not be able to sue a non-UScompany or its officers or directors in a non-US court for violations of USsecurities laws. Further, it may be difficult to compel a non-US company and itsaffiliates to subject themselves to a US court's judgement. The relevant clearances have not been, and will not be, obtained from thesecurities commission of any province or territory of Canada; no Prospectus or aProspectus equivalent has been, or will be, lodged with, or registered by, theAustralian Securities and Investments Commission and the New Catlin Shares havenot been, nor will they be, registered under or offered in compliance withapplicable securities laws of any state, province, territory or jurisdiction ofCanada or Australia. Accordingly, the New Catlin Shares may not (unless anexemption under relevant securities laws is applicable) be offered, sold, resoldor delivered, directly or indirectly, in or into the United States, Canada orAustralia or any other jurisdiction outside the United Kingdom if to do so wouldconstitute a violation of the relevant laws of, or require registration thereofin, such jurisdiction or to, or for the account or benefit of, a person locatedin the United States, Canada or Australia or such other jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Castelnau Group