29th Jan 2010 09:30
29 January 2010
OMEGA INSURANCE HOLDINGS LIMITED
Notice of Convening of Special General Meeting
Omega Insurance Holdings Limited ("Omega" or the "Company") announces that it will be convening a special general meeting ("SGM") to consider resolutions ("Resolutions") for the appointment of each of John Coldman, James Bryce, Robin Spencer-Arscott, Jonathan Betts, Ernest Morrison and David Cooper (together the "Invesco Proposed Directors") as additional directors of the Company.
As announced on 7 and 23 December 2009, the Company has received communications on behalf of Invesco Asset Management Limited ("Invesco") calling for the Company to convene a special general meeting to consider resolutions to remove Walter Fiederowicz and Christopher Clarke as Directors and to appoint the Invesco Proposed Directors (together the "Invesco Proposals").
The Board has been in dialogue with major shareholders of the Company in an effort to achieve a consensual outcome and acknowledges the strength of feeling of major shareholders in favour of the Invesco Proposals. The Board recognises that it is the wish of those shareholders to make significant changes to the Board including the appointment of John Coldman as Chairman.
The Board is therefore moving expeditiously to convene an SGM which it considers is the appropriate forum to effect this change of control of the Board of the Company and at which all shareholders will be entitled to vote on the Resolutions. The circular convening an SGM will be sent to shareholders as soon as reasonably practicable with the intended date for the SGM being in early March 2010.
Each of Walter Fiederowicz, Christopher Clarke and the three other Non-Executive Directors of the Company has informed the Company that he intends to step down as a Director if the Resolutions are passed.
Media Enquiries:
Byron Ousey / Michael Turner, Kreab Gavin Anderson +44 (0)20 7074 1800
Analysts Enquiries:
Lucia Langella Rahn/Andrew Jones, Kreab Gavin Anderson + 44 (0)20 7074 1800
Notes to Editors
Omega became the holding company of the Omega group of companies (the "Omega Group") on 9 November 2006 when the scheme of arrangement of Omega Underwriting Holdings PLC (the Omega Group's previous holding company and now wholly-owned by Omega) ("OUH") became effective. On the same date the Common Shares of Omega were admitted to trading on AIM, the admission of OUH's shares to trading on AIM was cancelled and OUH was re-registered as a private limited company.
On 7 July 2009, the common shares of Omega were admitted to the Official List of the London Stock Exchange and to trading on its main market for listed securities. On the same date, the admission of Omega's common shares to trading on AIM was cancelled.
The Omega Group, through its wholly owned subsidiary, Omega Underwriting Agents Limited, acts as a Lloyd's managing agent for Syndicate 958 and in February 2006 established a new insurance and reinsurance business, Omega Specialty Insurance Company Limited ("Omega Specialty"), based in Bermuda. In September 2006 Omega incorporated a new surplus lines insurer, Omega US Insurance, Inc. ("Omega US Insurance"), in Delaware which is held under a Delaware incorporated intermediate holding company Omega US Holdings, Inc.
Syndicate 958
Syndicate 958's capacity for the 2010 year of account is £280 million. The Syndicate has made an underwriting profit in every closed year of account since its inception in the 1980 year of account. The Syndicate has focused predominantly on short-tail, diversified property orientated insurance and reinsurance with a focus on small to medium sized insureds, with whom the Omega Group has built long-standing track records.
On 13 July 2009, the A.M. Best Company, Inc. reaffirmed the Syndicate's Financial Strength Rating of 'A' (Excellent) and an Issuer Credit Rating of 'a+' (Excellent).
Omega Specialty
Omega Specialty received its license from the Bermuda Monetary Authority in February 2006 as a Class 3 insurer and has been reclassified as a Class 3B insurer. It was capitalised at US$172 million. Since then, Omega Specialty's premium income has been predominantly derived from its reinsurances of Syndicate 958 and the Omega Group's Lloyd's corporate member, Omega Dedicated, together with its increasing book of third party reinsurances where it seeks to underwrite business of a similar type and composition to be complementary to that underwritten by Syndicate 958.
On 13 July 2009, the A.M. Best Company, Inc. reaffirmed Omega Specialty's Financial Strength Rating of 'A-' (Excellent).
Omega US Insurance
Omega US Insurance is an insurance company licensed in the state of Delaware and underwrites on a surplus lines basis in other US States. Omega US Insurance is currently eligible to write business in 42 US jurisdictions (including on an admitted basis in Delaware) and applications are pending in further states. It was capitalised at US$50 million from the net proceeds of a share placing by OUH in October 2006.
On 3 December 2007, Omega US Insurance received a Financial Strength Rating from A.M. Best Company, Inc. of 'A-' (Excellent). The rating was reaffirmed on 3 February 2009.
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