14th Dec 2005 07:02
Lancashire Holdings Limited14 December 2005 Lancashire Holdings Limited For publication in the United Kingdom and Bermuda only. Not for release,publication or distribution in the United States of America, Australia, Canada, South Africa, the Republic of Ireland or Japan 14 December, 2005 ANNOUNCEMENT OF EXERCISE OF OVER-ALLOTMENT OPTION Further to the announcement on 13 December, 2005 that Lancashire HoldingsLimited ("Lancashire" or the "Company") has raised (subject, inter alia, toadmission of the Company's common shares to trading on AIM ("Admission"))approximately US$910 million (before expenses) through a placing (the "Placing")of 182 million common shares at a price of 284 pence (US$5.00) per share,Lancashire announces that it has received notice from Merrill Lynch, acting onbehalf of the managers to the Placing (Merrill Lynch, JPMorgan Cazenove,Fox-Pitt, Kelton and Teather & Greenwood), that it has exercised in full theover-allotment option in respect of a total of 10,500,000 new common shares ofthe Company. The price per common share issued pursuant to the over-allotment option will beequal to the placing price of 284 pence per common share. The gross proceedsreceivable by Lancashire in respect of the common shares to be issued pursuantto the over-allotment option (subject to Admission) will amount to approximatelyUS$53 million. The total gross proceeds to be received by Lancashire from thePlacing, including the common shares to be issued pursuant to the over-allotmentoption, will amount to approximately US$963 million (subject to Admission). Inaddition, the Company has raised approximately US$125 million (before expenses)through the issue of trust preferred securities and subordinated notes (subjectto Admission). Conditional dealings in the common shares commenced on 13 December, 2005, withAdmission and commencement of unconditional dealings expected on 16 December,2005. It should be noted that if Admission does not occur all conditionaldealings will be of no effect and any share dealings will be at the sole risk ofthe parties concerned. In addition, it should be noted that although A.M. Besthas indicated that (subject to receipt of necessary funds) Lancashire InsuranceCompany Limited will be granted an "A-" financial strength rating, if A.M. Bestis unable or unwilling for any reason to grant the initial "A-" financialstrength rating to Lancashire Insurance Company Limited after the Group hasdemonstrated to A.M. Best the receipt of necessary funds, it is likely that thecommon shares would be suspended and the Company may seek to return the netproceeds of the Placing to shareholders. Contacts: Merrill Lynch Rupert Hume-Kendall +44 (0)207 628 1000 Simon Fraser Matthew Thomson Benfield Advisory Tristan McDonald +44 (0)207 578 7000 Ross Milburn Kinmont Gavin Kelly +44 (0)207 493 8488 John O'Malley Financial Dynamics Robert Bailhache +44 (0)207 269 7200 Dominick Peasley Merrill Lynch, JPMorgan Cazenove, Fox-Pitt, Kelton, Teather & Greenwood,Benfield Advisory and Kinmont, each of which is authorised and regulated in theUK by the Financial Services Authority, are each acting for the Company andno-one else in connection with the Placing and Admission and will not beresponsible to anyone other than the Company for providing the protectionsafforded to their respective clients or for providing advice in relation to thePlacing and Admission, this announcement or any other matter. Merrill Lynch'sresponsibilities as the nominated adviser to the Company are owed solely to theLondon Stock Exchange and are not owed to the Company or to any Director or toany other person, whether in respect of any decision to acquire common shares,in relation to any part of this announcement or otherwise. In connection with the Placing, no common shares of the Company have beenmarketed to or are available for purchase by the public in the United Kingdom,Bermuda or elsewhere. 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. No offer, invitation or inducement to acquire common shares or other securitiesin the Company or any other company is being made by this announcement. Certain statements contained in this announcement may constitute forward-lookingstatements. Any such forward-looking statements involve risks, uncertainties andother factors that may cause the actual results, performance or achievements ofLancashire, or industry results, to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking statements. These forward-looking statements speak only as ofthe date of this announcement and there can be no assurance that the results andevents contemplated by such forward-looking statements will, in fact, occur. TheCompany and the Directors expressly disclaim any obligation or undertaking torelease publicly any updates or revisions to any forward-looking statementcontained herein, save as required to comply with any legal or regulatoryobligations (including the AIM Rules). This announcement is not an invitation nor is it intended to be an inducement toengage in investment activity for the purpose of Section 21 of the FinancialServices and Markets Act 2000 ("FSMA"). The Company's common shares are in anyevent being placed only with (i) persons who have professional experience inmatters relating to investments and who are investment professionals within themeaning of Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 of the United Kingdom (the "Financial PromotionOrder") or (ii) persons who fall within Article 49(2)(a) to (d) ("high net worthcompanies, unincorporated associations etc.") of the Financial Promotion Order(all such persons together being referred to as "relevant persons"). Anyinvestment or investment activity to which this announcement relates isavailable only to relevant persons in the United Kingdom and will be engaged inonly with relevant persons. Anyone other than a relevant person must not rely onthis announcement. The contents of this announcement, which have been prepared by and are the soleresponsibility of Lancashire Holdings Limited, have been approved by MerrillLynch International of Merrill Lynch Financial Centre, 2 King Edward Street,London EC1A 1HQ, solely for the purposes of section 21(2)(b) of FSMA. THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION INTO THEUNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, THE REPUBLIC OF IRELAND ORJAPAN. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR DISTRIBUTEDOR PUBLISHED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA,SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR DISTRIBUTED TO U.S. PERSONS. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOTINTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE INTOTHE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED ORSOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED OR AN APPLICABLE EXEMPTION FROM REGISTRATION. THE SECURITIES OFTHE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE SO REGISTERED. THEREWILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA,OR JAPAN OR ANY OTHER JURISDICTION. Stabilisation / FSA This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Lancashire Holdings