18th Dec 2009 15:00
PRESS RELEASE
18th December 2009
Brit Insurance Holdings PLC
Court sanction of the Scheme and Court confirmation of reduction of capital
Brit Insurance Holdings PLC ("Brit") is pleased to announce that the Scheme between Brit and its Scheme Shareholders was today approved by the Court. It is expected that the Scheme will become effective on 21 December 2009, as a result of which Brit Insurance Holdings N.V ("New Brit"), a Dutch company listed on the London Stock Exchange, will become the ultimate holding company of the Group.
At the hearing of the Court today, the Court also confirmed the reduction of capital of Brit which was approved by shareholders of the Company on 1 December 2009.
Immediately after the Scheme Effective Date, the Group will have substantially the same business and operations as the Group had before the Scheme Effective Date. The assets and liabilities of the Group immediately after the Scheme Effective Date will not differ substantially from the assets and liabilities which it had before the Scheme Effective Date.
Under the terms of the Scheme, Scheme Shareholders will receive one New Brit Share for each Brit Share that they hold at 6.00 p.m. (GMT) on 18 December 2009.
The New Brit ordinary shares of €1.00 each are expected to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. (GMT) on 21 December 2009. The listing of the existing ordinary shares of Brit will be cancelled at that time.
New Brit Depositary Interests representing New Brit Shares will be credited to CREST accounts in uncertificated form on 21 December 2009.
On the Scheme becoming effective, the rights and obligations of Brit in respect of its 6.625% subordinated notes due 2030 (the "Notes") will become rights and obligations of New Brit as the substituted issuer of the Notes. Brit will become a guarantor of New Brit in respect of such rights and obligations. The rights of the holders of the Notes will otherwise remain unchanged.
Capitalised terms used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the circular sent to shareholders on 12 November 2009, to which reference is made for further details.
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Enquiries: |
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Brit Insurance Holdings PLC |
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Dane Douetil, Chief Executive Officer |
020 7984 8500 |
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Neil Manser, Head of Investor Relations |
020 7098 6980 |
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Numis Securities Limited |
020 7260 1000 |
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Oliver Hemsley |
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Stuart Skinner |
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Lexicon Partners Limited |
020 7653 6000 |
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Angus Winther |
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Haggie Financial |
020 7417 8989 |
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David Haggie |
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Peter Rigby |
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Juliet Tilley |
This announcement does not constitute an invitation or offer to sell or the solicitation of an invitation or offer to buy any security. None of the securities referred to in this announcement shall be sold, issued, exchanged or transferred in any jurisdiction in contravention of applicable laws.
Numis Securities Limited is acting as sponsor for New Brit's listing and as joint financial adviser to Brit and no one else in connection with the Proposals and will not be responsible to anyone other than Brit for providing the protections afforded to its clients or for providing advice in relation to the Proposals or the contents of this announcement.
Lexicon Partners Limited is acting as joint financial adviser to Brit and no one else in connection with the Proposals and will not be responsible to anyone other than Brit for providing the protections afforded to its clients or for providing advice in relation to the Proposals or the contents of this announcement.
Notice to United States residents
This announcement is not an offer of securities in the United States.
The New Brit shares to be issued in connection with the Proposals will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance on the exception from registration provided by Section 3(a)(10) thereof.
Notes to Editors
The Group's operations comprise three strategic business units: Brit Global Markets, Brit Reinsurance and Brit UK. All three have access to the two regulatory vehicles through which Brit Insurance underwrites: Brit Insurance Limited which is a UK FSA regulated insurance company and Lloyd's syndicate 2987 which is managed by Brit Syndicates Limited. Brit Insurance has UK underwriting offices in London, Reading, Birmingham, Bristol, Glasgow, Leeds, Darlington, Belfast and Manchester.
For more information please go to: www.britinsurance.com
Related Shares:
BRE.L