23rd Jun 2009 07:00
23 June 2009
For publication in the United Kingdom only. Not for release, publication or distribution IN WHOLE OR IN PART in or into any other jurisdiction including the United States of America, Australia, Canada, the Republic of South Africa or Japan
OMEGA INSURANCE HOLDINGS LIMITED
Issue of shares to Non-Executive Directors/Exercise of Share Options
Omega Insurance Holdings Limited (the "Company" or "Omega") has applied for a total of 188,147 new common shares of US$0.10 each ("Common Shares") in the Company to be admitted to AIM. The shares will rank pari passu with existing Common Shares and it is expected that admission will occur at 8.00 a.m. on 29 June 2009.
124,920 of the new Common Shares have been issued in line with the Company's policy of paying a proportion of the annual remuneration of the Non-Executive Directors in equity. The issue of 124,920 new Common Shares was approved by a committee of the Board of Directors on 22 June 2009, and the number of new Common Shares to be allotted has been determined by reference to the average of the middle market quotations for Common Shares derived from AIM for the five consecutive dealing days ended 19 June 2009.
The new Common Shares have been issued to the Non-Executive Directors of the Company as set out below on 22 June 2009 credited as fully paid up at a price of 125 pence per share and will, on allotment, rank pari passu in all respects with all other Common Shares of the Company and will rank in full for all dividends and other distributions declared, paid or made in respect of the shares.
|
Name of Non-Executive Director |
Number of Common Shares issued and allotted |
Total number of Common Shares held following this notification |
|
Walter Fiederowicz |
45,957 |
290,985 |
|
Christopher Clarke |
16,000 |
67,531 |
|
Clifford Palmer |
27,815 |
66,322 |
|
Coleman Ross |
15,798 |
15,798 |
|
Nicholas Warren |
19,350 |
66,138 |
As previously notified to the Company, Walter Fiederowicz is the registered holder of 245,028 Common Shares. Following the allotment of 45,957 Common Shares referred to above, Walter Fiederowicz is interested in aggregate in 290,985 Common Shares, representing 0.12 per cent. of the Company's enlarged issued share capital as at 22 June 2009.
As previously notified to the Company, Christopher Clarke is the registered holder of 51,531 Common Shares. Following the allotment of 16,000 Common Shares referred to above, Christopher Clarke is interested in aggregate in 67,531 Common Shares, representing 0.03 per cent. of the Company's enlarged issued share capital as at 22 June 2009.
As previously notified to the Company, Clifford Palmer is the registered holder of 38,507 Common Shares. Following the allotment of 27,815 Common Shares referred to above, Clifford Palmer is interested in aggregate in 66,322 Common Shares, representing 0.03 per cent. of the Company's enlarged issued share capital as at 22 June 2009.
Following the allotment of 15,798 Common Shares referred to above, Coleman Ross is interested in aggregate in 15,798 Common Shares, representing 0.01 per cent. of the Company's enlarged issued share capital as at 22 June 2009. Prior to that allotment, Coleman Ross held no Common Shares.
As previously notified to the Company, Nicholas Warren is the registered holder of 46,788 Common Shares. Following the allotment of 19,350 Common Shares each referred to above, Nicholas Warren is interested in aggregate in 66,138 Common Shares, representing 0.03 per cent. of the Company's enlarged issued share capital as at 22 June 2009.
Exercise of Share Options
The Company announces today that 50,000 options over Common Shares were exercised on 22 June 2009 under the Company's Long Term Incentive Plan (the "Plan") which represented nil cost awards. In addition, 13,227 options over Common Shares were exercised at a price of 115.5 pence per share on 22 June 2009 under the Company's Employee Share Option Plan.
Application for Admission of Common Shares to Official List
Omega announced on 2 June 2009 that it was making a limited offer on behalf of Omega Dedicated Limited ("ODL"), a wholly owned subsidiary of Omega, to acquire capacity (up to certain limits) on Syndicate 958 not already owned by the Omega group for the 2010 and each subsequent year of account (the Capacity Offer") in consideration for new Common Shares (the "Share Offer") with a cash alternative. It was also announced on 2 June 2009 that application will be made for the Company's Common Share capital, issued and to be issued pursuant to the Capacity Offer, to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission"). The Capacity Offer is being made solely pursuant to an offer document which was issued in accordance with the Lloyd's rules relating to capacity offers. The Capacity Offer will remain open for acceptance until 1 July 2009.
On Admission, the total issued share capital, assuming 100 per cent. acceptances of the Share Offer up to the maximum amount of £125 million of capacity on Syndicate 958 which the Company may acquire pursuant to the Capacity Offer, and as enlarged by the issue of the Common Shares to Non-Executive Directors and on exercise of the share options referred to above, will be 283,174,567 Common Shares. Application will accordingly be made for 241,674,567 Common Shares and up to 41,500,000 new Common Shares issued pursuant to the Capacity Offer to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will occur at 8.00 a.m. on 7 July 2009.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. There will be no offer of securities in the United States.
Enquiries:
Omega Insurance Holdings Limited + 1 441 299 4984
Malcolm Mitchell, Company Secretary
Jeremy Gorman, Assistant Company Secretary +44 (0)20 7935 0027
Media Enquiries:
Byron Ousey/Michael Turner, Kreab Gavin Anderson +44 (0)20 7554 1400
Legal Notice
No offer, invitation or inducement to acquire shares or other securities in Omega, or any other company nor any solicitation of any vote or approval in any jurisdiction pursuant to the matters referred to in this announcement is being made by this announcement.
This announcement does not constitute a solicitation, invitation, or offer to persons in Singapore or any other jurisdiction where a solicitation, invitation or offer could be contrary to law.
Any person who is considering participating in the Capacity Offer should read carefully the offer document relating to such Capacity Offer and the risk factors set out therein and (for UK members who are considering accepting the Share Offer) the prospectus prepared in connection with Admission and the risk factors set out in that document. Copies of the offer document and the prospectus and other relevant documents are available, free of charge, during normal business hours on reasonable notice on any week day (except Saturdays, Sundays and public holidays) at the offices of Omega at 44 Church Street, Hamilton, Bermuda, HM12 and at the offices of Dewey & LeBoeuf, No.1 Minster Court, Mincing Lane, London EC3R 7YL whilst the Capacity Offer remains open for acceptance. The offer document and the prospectus are also available for viewing on the Company's website at www.omegauw.com.
This announcement is issued by the Company and has been approved by Kinmont Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, for the purposes of section 21 of the Financial Services and Markets Act 2000.
This announcement relates to the Capacity Offer being made by the Company for and on behalf of ODL. Kinmont Limited is acting as Lloyd's sponsor to the Capacity Offer and as financial adviser in relation to Admission.
Omega is a connected company of the managing agent, Omega Underwriting Agents Limited and ODL, an existing member on Syndicate 958. Omega and ODL are each interested in this Capacity Offer.
As a result of legal and practical considerations, the Share Offer is only being made available to UK members of Syndicate 958 and is not being made available to members who are resident or domiciled in any jurisdiction outside the United Kingdom or who are US Persons.
This announcement does not constitute a solicitation, invitation or offer to persons in Singapore or Antigua, the Bahamas, Barbados, Cyprus, the Channel Islands, the Czech Republic, Gibraltar, Guernsey, Italy, Jersey, Kenya, Latvia, Malta, Monaco, the Netherlands, Norway, Portugal, Thailand or any jurisdiction where a solicitation, invitation or offer could be contrary to the law.
The securities which may be issued pursuant to the terms of the Capacity Offer may be illiquid and there may not be a market for them. The value of securities may go down as well as up.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Neither the Company's common shares nor any shares issued pursuant to the Capacity Offer have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or qualified for sale under the laws of any state or other jurisdiction of the United States nor under any relevant securities laws of Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or any other jurisdiction outside the United Kingdom. Any shares issued pursuant to the Capacity Offer may not be offered, sold or delivered, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or any jurisdiction outside the United Kingdom or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act).
This announcement has been prepared in accordance with Lloyd's requirements. The Company has confirmed to Lloyd's that this document complies with the rules in relation to capacity arrangements made by Lloyd's under the Conversion and Related Arrangements Bye-Law (No. 22 of 1996) (the "Capacity Offer Rules"). This announcement has not been approved by Lloyd's.
Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to the Company in connection with Admission and Lloyd's Sponsor to the Company and ODL in relation to the Capacity Offer and is not acting for any other person in connection with the Capacity Offer or Admission. Kinmont will not be responsible to anyone other than the Company or ODL for providing the protections afforded to clients of Kinmont or for providing advice in relation to the Capacity Offer or Admission or for any other matter referred to in this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
Certain statements contained in this announcement may constitute forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and involve other factors that are in many cases beyond the company's control. These forward-looking statements speak only as at the date of this announcement and are not an assurance of future performance. The Group's actual results of operations, performance, achievements, financial condition and liquidity, and the development and results of the industry in which the Group operates, may differ materially from those expressed or implied by the forward-looking statements contained in this announcement. Other than in accordance with the Company's obligations under any applicable legal or regulatory requirement (including the AIM Rules, Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules), the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this document.
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