2nd Jul 2009 15:00
2 July 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
Result of Special General Meeting (the "SGM")
Omega Insurance Holdings Limited (the "Company" or "Omega") announces that the five resolutions below were duly passed by shareholders of the Company at the SGM held at the offices of Conyers, Dill & Pearman in Bermuda on 2 July 2009:
Resolution 1 - Authority to allot relevant securities
Resolution 2 - Adoption of new Bye-Laws (in Form "A")
Resolutions 6 and 7 - Extension of awards under share incentive plans
Resolution 3 (Adoption of new Bye-Laws (in Form "B")) was duly passed but will not become effective because Resolution 2 was passed with the affirmative vote of not less than 66 per cent. of votes attaching to all Common Shares in issue.
Resolutions 1 and 2 are conditional upon admission ("Admission") to listing on the Official List and to trading on the London Stock Exchange's main market for listed securities of the Company's Common Shares. As noted in the Company's earlier announcement today, it is expected that Admission will occur at 8.00 a.m. on 7 July 2009. The passing of Resolution 2 with the requisite affirmative vote results (subject to Admission) in the adoption of the new Bye-Laws in Form "A", which the board of Omega considers to be the most appropriate for the Company from Admission.
Resolutions 4 and 5 (Approval of actions in respect of certain subsidiaries) were not put to the SGM following independent advice that no adjustment of voting rights pursuant to Bye-Laws 38-42 (inclusive) was required.
The full text of the resolutions is set out in the Notice of SGM contained in the prospectus of Omega dated 2 June 2009 and is available on our website at www.omegauw.com and has been made available for inspection at the UKLA's Document Viewing Facility which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Enquiries:
Omega Insurance Holdings Limited
Richard Tolliday, Chief Executive Officer + 1 441 294 6610
Malcolm Mitchell, Company Secretary + 1 441 299 4984
Jeremy Gorman, Assistant Company Secretary +44 (0)20 7935 0027
Media Enquiries:
Byron Ousey/Michael Turner, Kreab Gavin Anderson +44 (0)20 7554 1400
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.
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 2009 year of account is £249 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 27 May 2008, 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 27 May 2008, 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.
Related Shares:
Orascom Inv