2nd Jul 2009 07:00
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
("Omega" or the "Company")
Results of Capacity Offer relating to Syndicate 958
Omega is pleased to announce the result of the Capacity Offer to Members of Lloyd's Syndicate 958, which closed on 1 July.
Overview
Omega has received valid acceptances in respect of approximately £45.7 million of capacity, representing approximately 21.9 per cent. of the outstanding capacity on Syndicate 958 not already owned by the Company (equating to 18.3 per cent. of all outstanding capacity on Syndicate 958)
As a result of the Capacity Offer, Omega will own and provide capital support to 34.7 per cent. of the total capacity on Syndicate 958 for the 2010 and each subsequent year of account
Members elected to receive new common shares of US$0.10 each under the Share Offer in respect of approximately £5.4 million of capacity. The consideration under the Share Offer amounts to 0.332 of a new Common Share in the capital of the Company per £1.00 of Capacity, representing in aggregate 1,786,540 new Common Shares
Members elected to receive cash under the Cash Alternative in respect of approximately £40.4 million of Capacity. The consideration payable under the Cash Alternative amounts to 40p in cash per £1.00 of Capacity. Approximately £16.1 million in cash will be paid to Members under the Cash Alternative
Commenting on the result of the Capacity Offer, Richard Tolliday, Chief Executive, said:
"We are delighted with the take up of the Capacity Offer which allows Omega to increase its ownership of the highly successful Syndicate 958 to over one third of the total Capacity.
The results of the Capacity Offer have provided clarity and certainty with regard to the required capital provision for the Syndicate for 2010, which is beneficial to both the Syndicate and the Omega group. This comes at a time when there continue to be attractive opportunities for the deployment of capital to expand our business within our core areas of experience, particularly the continued development of Omega Specialty in Bermuda and Omega US.
As stated at the time of the Capacity Offer, the market conditions in Omega's core lines of business have shown a hardening of rates and increasing demand which we expect to continue throughout 2009 and into 2010. We will update the market on our plans for all our operations at the time of our interim results on 27 August 2009."
Further detail on the result of the Capacity Offer
A total of 1,786,540 new Common Shares in the capital of the Company will be issued pursuant to the Share Offer, representing approximately 0.7 per cent. of the issued share capital of the Company as enlarged by the Share Offer. Following the issue of the new Common Shares in the capital of the Company, the Company's issued share capital will be 243,461,107 Common Shares. Application will accordingly be made for 243,461,107 Common Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will occur at 8.00 a.m. on 7 July 2009.
New Common Shares in the capital of the Company issued pursuant to the Share Offer will be credited as fully paid and will from Admission rank pari passu in all respects with the existing Common Shares in the capital of the Company.
The consideration under the Share Offer of 0.332 of a new Common Share in the capital of the Company per £1.00 of Capacity will be dispatched to those Members who have provided valid acceptances of the Share Offer pursuant to the terms of the Capacity Offer by 10 July 2009. The consideration payable under the Cash Alternative of 40p in cash per £1.00 of Capacity will be dispatched to those Members who have provided valid acceptances of the Cash Alternative pursuant to the terms of the Capacity Offer by 7 July 2009.
The Capacity Offer was made in an offer document which was issued on 2 June 2009 in accordance with the Lloyd's rules relating to capacity offers (the "Offer Document").
As a result of legal and practical considerations, the Share Offer was only made available to UK Members of Syndicate 958 and was not made available to Members who are resident or domiciled in any jurisdiction outside the United Kingdom or who are US Persons.
Terms used in this announcement have the same meaning as in the Offer Document dated 2 June 2009, unless the context otherwise requires.
Enquiries
For further information please contact:
Richard Tolliday, Chief Executive Officer, Omega +1 441 294 6610
Gavin Kelly/John O'Malley, Kinmont +44 (0)20 7097 9100
Ian Soanes/Max Hartley, Cenkos Securities +44 (0)20 7397 8900
Media Enquiries:
Byron Ousey/Michael Turner, Kreab Gavin Anderson +44 (0)20 7554 1400
Analyst Enquiries:
Lucia Langella-Rahn/Andy Jones, Kreab Gavin Anderson +44 (0)20 7554 1400
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.
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.
This announcement does not constitute a solicitation, invitation or offer to persons in Singapore (the "Prohibited Territory") 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 (collectively the "Excluded Territories") or any jurisdiction where a solicitation, invitation or offer could be contrary to the law.
This announcement is issued by the Company and has been approved by Kinmont Limited ("Kinmont"), 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 which is being sponsored by Kinmont and was made by the Company for and on behalf of ODL.
Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to the Company 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. As Lloyd's Sponsor Kinmont has an obligation to be satisfied (having taken all reasonable steps to ensure that such is the case) that sufficient resources are, or will be available to Omega to satisfy full acceptance of (or participation in) the Capacity Offer, but Kinmont would not itself be responsible to Members in meeting their entitlement to any form of consideration under the Capacity Offer. Kinmont will not be responsible to anyone other than the Company or ODL for providing the protections afforded to customers of Kinmont or for providing advice in relation to the Capacity Offer or for any other matter referred to in this announcement.
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.
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.
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.
Related Shares:
Orascom Inv