6th Sep 2013 07:00
LANCASHIRE HOLDINGS LIMITED - Result of SGMLANCASHIRE HOLDINGS LIMITED - Result of SGM
PR Newswire
London, September 5
LANCASHIRE HOLDINGS LIMITED 6 September 2013London, England Voting Results of Special General Meeting Lancashire Holdings Limited (the "Company" or "Lancashire") is pleased toannounce the voting results for the Special General Meeting ("SGM") ofshareholders held on Thursday 5 September 2013. The meeting considered theresolution as set out in the Notice of SGM dated 8 August 2013; the resolutionwas duly passed and approved by shareholders casting their votes. The resolution approved the proposed acquisition of Cathedral Capital Limited("Cathedral") by the Company, on the terms and subject to the conditions of theShare Purchase Agreements (as defined and summarised in the circular toshareholders dated 8 August 2013 (the "Circular")). This ordinary resolutionreceived 118,653,110 of 119,809,560 votes in the poll, and was thereforeapproved by 99.04 % of the votes cast. Martin Thomas, the Chairman of the Company's board of directors, commented: "The board is pleased with our shareholders' strong support for the proposedacquisition of Cathedral. This is a rare opportunity to acquire a high-qualityLloyd's business with short-tail focus, strong business model fit and robustunderwriting performance. The acquisition will create value for Lancashire'sshareholders at a time of change in the market. It strengthens and diversifiesLancashire's core underwriting business and we expect the Cathedral team willenhance Lancashire's competitive positioning." Richard Brindle, the Company's Chief Executive Officer, commented: "The acquisition of Cathedral represents an exciting and welcome addition tothe Lancashire Group. Cathedral is an ideal partner for Lancashire, being awell-respected and well-run business within the Lloyd's market that willcomplement Lancashire's existing underwriting base. I am very much lookingforward to working with the Cathedral team to enhance the enlarged group'sbusiness and performance for the long term." The proposed acquisition remains subject to relevant regulatory approvals beingobtained. Copies of the resolution passed will be submitted to the National StorageMechanism and will shortly be available for inspection at www.hemscott.com/nsm.do. Further details of the SGM results will be available shortly on the Company'swebsite www.lancashiregroup.com. For further information, please contact: Lancashire Holdings Limited Christopher Head +44 20 7264 4145 [email protected] Jonny Creagh-Coen +44 20 7264 4066 [email protected] Haggie Partners +44 20 7562 4444 David Haggie / Rebecca Young Investor enquiries and questions can also be directed [email protected] or by accessing the Group's website atwww.lancashiregroup.com About Lancashire Lancashire, through its UK and Bermuda-based operating subsidiaries, is aglobal provider of specialty insurance and reinsurance products. The Groupcompanies carry the following ratings: Financial Financial Long Term Strength Strength Issuer Rating (1) Outlook(1) Rating (2) A.M. Best A (Excellent) Stable bbb Standard & Poor's A- Stable BBB Moody's A3 Stable Baa2 (1)Financial Strength Rating and Financial Strength Outlook apply to LancashireInsurance Company Limited and Lancashire Insurance Company (UK) Limited (2)Long Term Issuer Rating applies to Lancashire Holdings Limited Lancashire has capital in excess of $1 billion and its common shares trade onthe Main Market of the London Stock Exchange under the ticker symbol LRE.Lancashire has its corporate headquarters and mailing address at Level 11,Vitro, 60 Fenchurch Street, London EC3M 4AD, United Kingdom and its registeredoffice at Power House, 7 Par-la-Ville Road, Hamilton HM 11, Bermuda. For more information on Lancashire, visit the Company's website atwww.lancashiregroup.com Lancashire Insurance Company Limited is regulated by the Bermuda MonetaryAuthority in Bermuda. Lancashire Insurance Company (UK) Limited is authorised by the PrudentialRegulation Authority and regulated by the Financial Conduct Authority and thePrudential Regulation Authority in the UK. NOTE REGARDING FORWARD-LOOKING STATEMENTS: CERTAIN STATEMENTS AND INDICATIVE PROJECTIONS (WHICH MAY INCLUDE MODELLED LOSSSCENARIOS) MADE IN THIS RELEASE OR OTHERWISE THAT ARE NOT BASED ON CURRENT ORHISTORICAL FACTS ARE FORWARD-LOOKING IN NATURE INCLUDING, WITHOUT LIMITATION,STATEMENTS CONTAINING THE WORDS "BELIEVES", "ANTICIPATES", "PLANS", "PROJECTS","FORECASTS", "GUIDANCE", "INTENDS", "EXPECTS", "ESTIMATES", "PREDICTS", "MAY","CAN", "WILL", "SEEKS", "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE ORCOMPARABLE TERMINOLOGY. ALL SUCH STATEMENTS OTHER THAN STATEMENTS OF HISTORICALFACTS INCLUDING, WITHOUT LIMITATION, THE GROUP'S OR THE ENLARGED GROUP'S (ASDEFINED IN THE CIRCULAR) FINANCIAL POSITION, RESULTS OF OPERATIONS (INCLUDINGTHE EXPECTED ACCRETION TO EARNINGS), PROSPECTS, GROWTH, CAPITAL MANAGEMENTPLANS AND EFFICIENCIES, ABILITY TO CREATE VALUE, ACQUISITION FINANCING MIX,DIVIDEND POLICY, OPERATIONAL FLEXIBILITY, COMPOSITION OF MANAGEMENT, BUSINESSSTRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS (INCLUDINGDEVELOPMENT PLANS AND OBJECTIVES RELATING TO THE GROUP'S OR THE ENLARGEDGROUP'S INSURANCE BUSINESS) ARE FORWARD LOOKING STATEMENTS. SUCHFORWARD-LOOKING STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIESAND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE ORACHIEVEMENTS OF THE GROUP OR THE ENLARGED GROUP TO BE MATERIALLY DIFFERENT FROMFUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCHFORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: THOSE RISK FACTORS SET FORTH INPART III OF THE CIRCULAR, AS WELL AS THE CONDITIONS TO THE ACQUISITION BEINGSATISFIED, THE ENLARGED GROUP'S ABILITY TO INTEGRATE ITS BUSINESSES ANDPERSONNEL, THE SUCCESSFUL RETENTION AND MOTIVATION OF THE ENLARGED GROUP'S KEYMANAGEMENT, THE INCREASED REGULATORY BURDEN FACING THE ENLARGED GROUP, THENUMBER AND TYPE OF INSURANCE AND REINSURANCE CONTRACTS THAT THE GROUP WRITES ORTHE ENLARGED GROUP MAY WRITE; THE PREMIUM RATES WHICH MAY BE AVAILABLE AT THETIME OF SUCH RENEWALS WITHIN ITS TARGETED BUSINESS LINES; THE POSSIBLE LOWFREQUENCY OF LARGE EVENTS; POTENTIALLY UNUSUAL LOSS FREQUENCY; THE IMPACT THATTHE ENLARGED GROUP'S FUTURE OPERATING RESULTS, CAPITAL POSITION AND RATINGAGENCY AND OTHER CONSIDERATIONS MAY HAVE ON THE EXECUTION OF ANY CAPITALMANAGEMENT INITIATIVES OR DIVIDENDS; THE POSSIBILITY OF GREATER FREQUENCY ORSEVERITY OF CLAIMS AND LOSS ACTIVITY THAN THE ENLARGED GROUP'S UNDERWRITING,RESERVING OR INVESTMENT PRACTICES HAVE ANTICIPATED; THE RELIABILITY OF, ANDCHANGES IN ASSUMPTIONS TO, CATASTROPHE PRICING, ACCUMULATION AND ESTIMATED LOSSMODELS; THE EFFECTIVENESS OF ITS LOSS LIMITATION METHODS; THE POTENTIAL LOSS OFKEY PERSONNEL; A DECLINE IN THE GROUP'S OPERATING SUBSIDIARIES' RATING WITHA.M. BEST, STANDARD & POOR'S, MOODY'S OR OTHER RATING AGENCIES; INCREASEDCOMPETITION ON THE BASIS OF PRICING, CAPACITY, COVERAGE TERMS OR OTHER FACTORS;CYCLICAL DOWNTURNS OF THE INDUSTRY; THE IMPACT OF A DETERIORATING CREDITENVIRONMENT FOR ISSUERS OF FIXED INCOME INVESTMENTS; THE IMPACT OF SWINGS ANDIN MARKET INTEREST RATES AND SECURITIES PRICES; A RATING DOWNGRADE OF, OR AMARKET DECLINE IN, SECURITIES IN ITS INVESTMENT PORTFOLIO; CHANGES INGOVERNMENTAL REGULATIONS OR TAX LAWS IN JURISDICTIONS WHERE THE GROUP OR THEENLARGED GROUP CONDUCTS BUSINESS. ALL FORWARD-LOOKING STATEMENTS IN THIS RELEASE SPEAK ONLY AS AT THE DATE OFPUBLICATION. LANCASHIRE EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING (SAVEAS REQUIRED TO COMPLY WITH ANY LEGAL OR REGULATORY OBLIGATIONS INCLUDING THERULES OF THE LONDON STOCK EXCHANGE) TO DISSEMINATE ANY UPDATES OR REVISIONS TOANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN THE GROUP'S OR THEENLARGED GROUP'S EXPECTATIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT ISBASED.
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Lancashire Holdings