1st Nov 2005 07:17
Amlin PLC01 November 2005 PRESS RELEASE 1 November 2005 For publication in the United Kingdom only. Not for release, publication ordistribution into any other jurisdiction including the United States, Canada,Japan, Australia, New Zealand or the Republic of South Africa. Amlin plc Formation of Amlin Bermuda, a new wholly-owned US$1 billion reinsurance company in Bermuda, and £224 million fully underwritten Rights Issue Amlin Bermuda • Formation of a new wholly-owned reinsurance company in Bermuda, Amlin Bermuda, with initial capitalisation of US$1 billion • Amlin Bermuda to focus on underwriting regional US and international catastrophe reinsurance, leveraging the expertise and relationships of Amlin's London based underwriting business • Expected incremental gross premium income (net of brokerage) to Amlin of $350 million and $500 million in 2006 and 2007, respectively • Underwriting philosophy to be consistent with approach of Syndicate 2001 • Intention for Amlin Bermuda to participate in the forthcoming first quarter 2006 renewal season • Proceeds from Rights Issue to be used to provide part of Amlin Bermuda's underwriting capital. Remainder of capital to be funded through Amlin's internal resources and additional borrowings Syndicate 2001 • Increase in Syndicate 2001 capacity for 2006 of 17.6 per cent. to £1 billion The Rights Issue • 7 New Ordinary Shares for every 22 Existing Ordinary Shares • Issue Price of 175p per share represents a discount of 21 per cent. to the Closing Price of an Existing Ordinary Share on 31 October 2005, the last business day prior to announcement • Rights Issue to raise approximately £215 million (net of expenses) • Fully underwritten by Hoare Govett Limited Financial Effects and Prospects • Hardening in rating environment expected for 2006, as a consequence of the severe windstorm-related losses in 2004 and 2005 • In the absence of abnormal losses, the Rights Issue and formation of Amlin Bermuda are expected to enhance earnings per share and return on equity from 2006 onwards Commenting, Charles Philipps, Chief Executive of Amlin said: "The formation of Amlin Bermuda will fulfil our strategic objective ofestablishing a strong underwriting platform outside the Lloyd's market, whichwill both support and complement the activities of Syndicate 2001. We believethat this is an opportune time to make this move, in view of the significantrating increases which are expected as a result of the unprecedented windstormlosses incurred in 2005 and 2004. We intend to be up and running in Bermuda by1 January 2006, at the start of the key first quarter renewal season. Together with our existing cash resources and new borrowings, the rights issuewill enable us to achieve sufficient scale in Bermuda at the outset, with US$1billion of paid up capital in Amlin Bermuda. We believe that this will be avital component in our attracting business of the right quality, which isconsistent with the existing book of Syndicate 2001. Our confidence that wewill achieve this has been bolstered by the strong encouragement and indicationsof support we have had to expand our business in this way from a number of themajor insurance and reinsurance brokers. We expect that the operating environment in 2006 and beyond will be conducive tothe continuance of the strong returns on equity which Amlin has achieved overthe past three years. We look forward with confidence and excitement to thisnext phase of Amlin's development towards our vision of becoming the globalreference point for quality in our markets." This summary should be read in conjunction with the detailed announcement whichfollows. A presentation for analysts will be held today, 1 November 2005, at 9.45 a.m. atthe offices of Amlin, St. Helen's, 1 Undershaft, London, EC3A 8ND. Analystsintending to attend the presentation are requested to notify Haggie Financial inadvance. Enquiries: Amlin plc Tel: 020 7746 1000 Charles Philipps, Chief Executive Richard Hextall, Finance Director Haggie Financial Tel: 020 7417 8989 Financial Public Relations David Haggie Mob: 07768 332 486 Peter Rigby Mob: 07803 851 426 Hoare Govett Limited Tel: 020 7678 8000 Sole Broker, Sponsor and Joint Financial Adviser Bob Cowdell John MacGowan Lexicon Partners Limited Tel: 020 7653 6000 Joint Financial Adviser Matthew Lindsey-Clark Hoare Govett Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting as sponsor, underwriter, broker andjoint financial adviser to Amlin in connection with the proposed Rights Issueand the listing of the New Ordinary Shares on the Official List and theiradmission to trading on the London Stock Exchange's market for listed securitiesand will not be responsible to anyone other than Amlin for providing theprotections afforded to clients of Hoare Govett Limited or for providing advicein relation to the Rights Issue, proposed listing or admission to trading orcontents of this document or any other matters referred to in this document. Lexicon Partners Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as joint financialadviser to Amlin in connection with the proposed Rights Issue and the listing ofthe New Ordinary Shares on the Official List and their admission to trading onthe London Stock Exchange's market for listed securities and will not beresponsible to anyone other than Amlin for providing the protections afforded tocustomers of Lexicon Partners Limited or for providing advice in relation to theRights Issue, proposed listing or admission to trading or contents of thisdocument or any other matters referred to in this document. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. No offer, invitation or inducement to acquire shares or other securities inAmlin is being made by or in connection with this announcement. Any offer,invitation or inducement to acquire shares in Amlin will be made solely by meansof the prospectus, to be published on 2 November 2005, as updated by anysupplementary prospectus, and any decision to keep, buy or sell shares in Amlinshould be made solely on the basis of the information contained in such document(s). Certain statements made in this announcement are forward looking statements.Such statements are based on current expectations and are subject to a number ofrisks and uncertainties that could cause actual results and performance todiffer materially from any expected further results or performances, express orimplied, by the forward looking statements. Factors that might cause forwardlooking statements to differ materially from actual results include, among otherthings, regulatory and economic factors. The Company assumes no responsibilityto update any of the forward looking statement contained herein. Further, anyindication in this announcement of the price at which Ordinary Shares have beenbought or sold in the past cannot be relied upon as a guide to futureperformance. This announcement is not for distribution or transmission, directly orindirectly, in or into the United States, Canada, Australia, Japan, New Zealandor the Republic of South Africa and does not constitute, or form part of, anoffer to sell or the solicitation of an offer to subscribe for or buy and anysecurities ("Securities"), nor the solicitation of any vote or approval in anyjurisdiction, nor shall there be any sale, issue or transfer of the Securitiesreferred to in this announcement in any jurisdiction in contravention ofapplicable law. The Securities have not been and will not be registered under the US SecuritiesAct of 1933, as amended (the "Securities Act") and may not be offered or sold inthe United States unless registered under the Securities Act or an exemptionfrom such registration is available. No public offering of Securities of theCompany is being made in the United States. Formation of Amlin Bermuda, a newly established US$1 billion reinsurance company in Bermuda, and £224 million fully underwritten Rights Issue 1 Introduction The Board of Amlin has today announced that the Company is raising approximately£215 million (net of expenses) by way of a Rights Issue. The net proceeds ofthe Rights Issue will be used to help capitalise Amlin Bermuda, a new whollyowned reinsurance company in Bermuda. It is intended that Amlin Bermuda will becapitalised at around US$1 billion and that the balance of the funding requiredto capitalise the business will be financed through a combination of Amlin'sinternal resources and parts of the new Debt Financing. Amlin Bermuda will commence underwriting so that it can participate in the firstquarter 2006 renewals and the business will focus on underwriting regional USand international catastrophe reinsurance, leveraging the expertise andrelationships of Amlin's London based business. It is expected that AmlinBermuda will generate incremental gross premium income (net of brokerage) toAmlin of $350 million and $500 million in 2006 and 2007 respectively. The Rights Issue has been fully underwritten by Hoare Govett and will be made toall Qualifying Shareholders, except certain Overseas Shareholders, on the basisof 7 New Ordinary Shares for every 22 Existing Ordinary Shares held at close ofbusiness on 31 October 2005, and so in proportion to the number of OrdinaryShares then held. The Issue Price of 175p per New Ordinary Share represents a21 per cent. discount to the Closing Price of 221.75p per Existing OrdinaryShare on 31 October 2005, the last business day prior to announcement. 2 Background to and reasons for the Rights Issue The Board has previously highlighted to Shareholders its strategic desire to putin place an additional business platform to complement its Lloyd's underwritingactivities. Prior to this year's hurricane season, the Board had been reviewingpossibilities for creating such a platform to be funded, primarily, from thestrong free cash flow which Amlin is now generating from its highly profitableunderwriting in recent years. Following a review of the market opportunity fora start-up insurance platform outside Lloyd's in the aftermath of the major UShurricane losses incurred in the third quarter of 2005, the Board has taken thedecision that it is in Shareholders' best interests that the Group proceedsimmediately with the establishment of a substantial business in Bermuda whichwill be capable of underwriting in the forthcoming renewal season. The Board believes that the unprecedented windstorm losses suffered by theinsurance industry in 2004 and 2005 are resulting in reassessments of theadequacy of pricing and policy terms and conditions for insurance andreinsurance in the major natural catastrophe zones of the world. Also, theproportion of these losses which have been borne by the internationalreinsurance sector is expected to add impetus to pricing increases forreinsurance and hardening of rates and reduction of cover in the retrocessionalmarket. This is expected, in turn, to add greater stability to the pricing ofinsurance where rates and conditions have remained at adequate levels over thepast two years and to result in a reversal of the trend of softening rates whichhas been experienced in some classes of business such as large commercialproperty insurance. The Board believes that events such as Hurricane Katrina will also result inclients, insurance brokers and rating agencies more closely assessingreinsurers' ability to withstand major event losses. Based on this view, andtaking into account the attractive underwriting conditions which are expected in2006 and beyond, the Board has concluded that any new venture will require aminimum initial capitalisation of the order of US$1 billion (£565 million). Thisis necessary to enable it to attract the quality of business which Amlinconsiders appropriate and consistent with the existing book of Syndicate 2001. While the majority of this capital can still be provided from Amlin's existingresources or funded through the new Debt Financing, the Board has decided thatthe equity capital base of the Group needs to be enlarged through the RightsIssue in order to capitalise Amlin Bermuda sufficiently while maintaining theGroup's financial and operating leverage at appropriate levels. A substantial proportion of Amlin's insurance business and almost half of itsreinsurance business is typically renewed in the first quarter of a calendaryear. For a new venture seeking to build a high quality and diversified book ofbusiness, it is therefore of considerable benefit to be in a position tocommence underwriting at the beginning of the year. In 2006, this benefit willbe enhanced as a result of the re-rating which is envisaged in a number ofclasses, along with the expected tightening of supply of capacity across theindustry, which should enable a well-capitalised and credible new entrant toattract well-priced business. This should also benefit Amlin in the followingyears, as existing insurers and reinsurers are generally better able to defendexisting accounts in subsequent renewals. The Board has therefore concluded thatit is extremely desirable that Amlin Bermuda should be up and running in timefor the forthcoming renewal season and has designed a timetable to meet thisobjective. In summary, the Board believes that the market conditions which are now expectedover the next few years make this an ideal time to proceed with its strategicaim of establishing an underwriting platform outside Lloyd's. Amlin has a longterm strategy of seeking growth in strong market conditions and believes thatthe renewal season through 2006 should provide an excellent opportunity to builda substantial book of business for a new company which is of a qualityconsistent with Amlin's existing business. The Board also believes there aremeaningful benefits to being in a position to underwrite first quarter 2006renewals through its new venture and plans to be ready to do so. 3 Information on Amlin Bermuda Business Focus Amlin Bermuda will focus on underwriting regional US and internationalcatastrophe reinsurance, leveraging the expertise and relationships of Amlin'sLondon based business. Amlin Bermuda will endeavour to achieve a good spread ofbusiness geographically and will limit its total reinsurance exposures byregion. For 2006 and 2007 it expects to target respectively US$350 million andUS$500 million of gross premium income (net of brokerage) which will be new tothe Group. Based on the underwriting risk appetite and capitalisation of AmlinBermuda, it is unlikely to protect its reinsurance exposures with aretrocessional reinsurance programme in 2006. To provide greater diversity to Amlin Bermuda, it is also intended that AmlinBermuda will reinsure on a facultative basis other classes of business whichhave been written by Syndicate 2001 and underwrite a whole account quota sharereinsurance of Syndicate 2001. Initial Capitalisation of Amlin Bermuda For the reasons set out above, the Board has determined that Amlin Bermudashould be capitalised at the outset with at least US$1 billion (£565 million).Of this, approximately £215 million will be provided through the net proceeds ofthe Rights Issue. A further approximately £261 million will be funded throughparts of the Debt Financing, underwritten by Lloyds TSB Bank plc and ABN AmroBank NV, comprising a multicurrency revolving credit facility of US$125 million(approximately £71 million), a term loan of £20 million and a bridging facilityof £170 million secured against the profits of the Group which are currentlyheld within Amlin's Lloyd's premium trust funds and are due to be released fromthe Lloyd's charge in June 2006. The balance of the funding of approximately£90 million will be met through Amlin's internal resources. The Group is currently in discussions with A.M. Best over the prospective ratingof Amlin Bermuda. Amlin is targeting an initial rating of at least A-(excellent). If this rating were not achieved, the Group would seek to employthe new capital raised to support and develop its operations. Operations and Management Amlin has applied to the Bermuda Monetary Authority ("BMA") for a licence tooperate a Class 4 Bermudian insurance company and has been granted an approvalto form the company with a positive indication that the requisite licence willbe granted when the company has been appropriately capitalised. Amlin Bermudawill initially be able only to engage in reinsurance activities. Subject to being granted a licence by the BMA, it is intended that Amlin Bermudawill commence trading in December 2005 so that it can participate in the firstquarter 2006 renewals. Initially, Amlin Bermuda will be staffed by a smallnumber of senior underwriting personnel from the Group's current operation whowill be relocated to Bermuda. All of the administration functions will initiallybe outsourced to International Advisory Services Ltd ("IAS"), a leading providerof outsourced administration and other services to Bermudian insurance andreinsurance companies. It is envisaged that a number of underwriting and support staff will berecruited locally by Amlin Bermuda and that over time a number of theadministrative services provided by IAS will be performed by Amlin Bermuda'slocal team. 4 Syndicate 2001 Amlin is also increasing the capacity of Syndicate 2001 to £1 billion for 2006,an increase of 17.6 per cent. over its 2005 capacity of £850 million. Amlin isentering into a new letter of credit facility for £150 million in order tosupport the proposed increase in capacity of Syndicate 2001 for the 2006 year ofaccount replacing its current £100 million letter of credit facility. 5 Current Trading and Prospects Having experienced relatively benign claims activity in the first half of 2005,the third quarter witnessed a highly active hurricane season with HurricaneKatrina causing what is widely expected to be the largest insured loss inhistory. The Company released its provisional loss estimate of US$110 millionfor Hurricane Katrina with its interim results. As described in the interimresults announcement, this loss is very complex to assess and it will be sometime before its impact can be assessed with certainty. The loss estimate isunder continual review as further information is received from brokers andcedants. To date there has been no material change to Syndicate 2001's mid pointestimate. However, given the uncertainties that surround the loss a prudentapproach is expected to be adopted for reserving purposes. As at the date ofthis document a reserve estimate of US$130 million is expected to be used. Theimpact of Hurricane Rita, net of reinsurance collections, is estimated to beUS$30 million. This is based on a provisional estimate of the syndicate'senergy exposures in the Gulf of Mexico and its property exposures in Texas andLouisiana, based upon a modelled event loss of US$5.5 billion. Hurricanes Katrina and Rita, as well as other hurricane losses will impactAmlin's second half performance materially. However, Amlin budgets for sizeableevent losses and the Board still expects the performance for the year as a wholeto be good. The Board believes that the windstorms experienced in 2004 and 2005 will resultin a hardening of pricing in many of the classes in which Amlin is a recognisedleader. The Board expects that the operating environment in 2006 and beyond willbe conducive to the continuance of the strong returns on equity which the Grouphas achieved over the past three years, and it considers that conditions arevery favourable for the start up of Amlin Bermuda. The Board believes that, in the absence of abnormal losses, the formation ofAmlin Bermuda and the Rights Issue will enhance the Group's earnings per shareand return on equity from 2006 onwards. 6 Dividend Policy and Capital Management Strategy The Board believes that its current dividend policy, which was formulated in2004, remains appropriate in the light of the changing market conditions and theformation of Amlin Bermuda. Accordingly the Board reiterates its previouscommitment to distribute at least 30 per cent. of Amlin's earnings, and for 2005and 2006, in the absence of unforeseen circumstances, to distribute dividendsequivalent to at least the higher of 8.0p, adjusted for inflation, and 30 percent. of earnings. However, in the light of the plans set out above, whereby Amlin is establishingits underwriting platform outside Lloyd's compared with previous expectations,the Company will not proceed, for the time being, with the share buy-backreferred to in its interim announcement dated 5 September 2005, as it believesthat this capital can be profitably deployed in the new venture. 7 Overview of Amlin Amlin is the largest independent business operating in the Lloyd's market, withgross premiums written in 2004 of nearly £950 million. It employs specialistunderwriters across 31 business classes and has a diverse portfolio of risksboth by class of business and geography. Amlin's Syndicate 2001 is rated A(excellent) by A.M. Best and A1 by Moody's. Since 2004 all of Syndicate 2001'sunderwriting capacity has been provided by the Group. 8 Principal terms of the Rights Issue Subject to satisfaction of the conditions referred to below, the Board proposesto raise approximately £215 million, net of expenses, by offering up to127,805,817 New Ordinary Shares by way of rights at 175p per New Ordinary Share,payable in full on acceptance. The offer is being made to QualifyingShareholders (other than certain Overseas Shareholders) on the basis of: 7 New Ordinary Shares for every 22 Existing Ordinary Shares held on the Record Date and so in proportion to any other number of OrdinaryShares held. Entitlements to the relevant whole number of New Ordinary Shareswill be calculated by dividing each such Qualifying Shareholder's existingholding of Existing Ordinary Shares by 22 and multiplying the result by 7. NewOrdinary Shares representing fractional entitlements will not be allotted toQualifying Shareholders and, where necessary, entitlements to New OrdinaryShares will be rounded down to the nearest whole number. All the New Ordinary Shares will, when issued and fully paid, rank pari passu inall respects with the Existing Ordinary Shares, including the right to receiveall dividends or distributions made, paid or declared after the date of thisdocument, other than the Final Dividend. Hoare Govett has, subject to thefulfilment of certain conditions in the Underwriting Agreement, underwritten theRights Issue in full. The Issue Price represents a 21 per cent. discount to the Closing Price on theLondon Stock Exchange of 221.75p per Existing Ordinary Share on 31 October 2005,the last business day prior to announcement. The Rights Issue is conditional, inter alia, upon: (i) Admission becoming effective by not later than 8.00 a.m. on 3November 2005 (or such other time and/or date as the Company and Hoare Govettmay agree); and (ii) the Underwriting Agreement becoming unconditional (save for thecondition relating to Admission) and not having been terminated in accordancewith its terms prior to Admission. Application has been made to the UK Listing Authority for the New OrdinaryShares (nil and fully paid) to be admitted to the Official List and to theLondon Stock Exchange for the New Ordinary Shares to be admitted to trading onthe London Stock Exchange's market for listed securities. Dealings in the Nil Paid Rights are expected to commence at 8.00 a.m. on 3November 2005. The latest date for acceptance and payment in full under theRights Issue is expected to be 11.00 a.m. on 25 November 2005. Application has been made for the Nil Paid Rights and Fully Paid Rights to beadmitted to CREST. EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2005Record Date for the Rights Issue 31 October Announcement of the Rights Issue 1 November Despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only) 2 November Dealings expected to commence in the New Ordinary Shares, nil paid, on the London Stock 3 NovemberExchange Dealings commence in the Existing Ordinary Shares, ex-rights, on the London Stock 3 NovemberExchange Nil Paid Rights credited to stock accounts in CREST of Qualifying CREST Shareholders and 3 Novemberenabled Recommended latest time for requesting withdrawal of Nil Paid Rights from CREST 3:00 p.m. on 21 November Recommended latest time for depositing renounced Provisional Allotment Letters into CREST 4:30 p.m. on 22 November Latest time and date for splitting Provisional Allotment Letters, nil paid and fully paid 3:00 p.m. 23 November Latest time and date for registration of renunciation of Provisional Allotment Letters, 11:00 a.m. on 25 Novemberfully paid Latest time and date for acceptance and payment in full 11:00 a.m. on 25 November Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange 8:00 a.m. on 28 November New Ordinary Shares in definitive and uncertificated form credited to stock accounts in 28 NovemberCREST Expected date of despatch of definitive share certificates for New Ordinary Shares in 2 Decembercertificated form DEFINITIONS The following definitions apply throughout this announcement unless the contextrequires otherwise: "Admission" admission of the New Ordinary Shares nil paid to (i) the Official List and (ii) trading on the London Stock Exchange's market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards; "Amlin" Amlin plc and/or, as the context may require in this announcement, one or more of its subsidiaries from time to time; "Amlin Bermuda" Amlin Bermuda Limited, a wholly-owned Bermudian subsidiary of Amlin; "BMA" Bermuda Monetary Authority; "Board" the board of Directors; "business day" A day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London; "certificated" or "in certificated A share or other security which is not in uncertificated form;form" "Closing Price" the closing middle market quotation of an Existing Ordinary Share as published in the Daily Official List; the "Companies Act" or the "Act" the Companies Act 1985 (as amended); the "Company" Amlin plc; "CREST" the relevant system (as defined in the Regulations) in respect of which CRESTCo is the operator (as defined in the Regulations); "CRESTCo" CRESTCo Limited; "Debt Financing" the £170 million bridging facility, the £20 million term loan, the US$125 million multicurrency revolving credit facility and the £150 million letter of credit facility; "Director(s)" director(s) of Amlin; "Excluded Territories" Australia, Canada, Japan, New Zealand, the Republic of South Africa and the United States; "Existing Ordinary Shares" the existing Ordinary Shares in issue as at the Record Date; "Final Dividend" the final dividend with respect to the financial year ending 31 December 2005 expected to be paid on or around May/June 2006; "FSA" or "Financial Services the UK Financial Services Authority;Authority" "Fully Paid Rights" fully paid rights to acquire New Ordinary Shares; "Group" Amlin and its subsidiaries from time to time or any one or more of them, as the context may require in this announcement; "Hoare Govett" Hoare Govett Limited; "Issue Price" 175p per New Ordinary Share; "London Stock Exchange" London Stock Exchange plc; "New Ordinary Shares" the new Ordinary Shares proposed to be issued by Amlin (credited as fully paid) under the Rights Issue; "Nil Paid Rights" New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue; "Official List" the Official List of the FSA; "Ordinary Shares" Ordinary Shares of 25p each in the capital of Amlin; "Overseas Shareholders" Qualifying Shareholders who have registered addresses in, or who are resident in, or who are citizens of, countries other than the United Kingdom; "p", "pence" or "£" the lawful currency of the United Kingdom; "Prospectus" the prospectus relating to Amlin and the New Ordinary Shares prepared in accordance with the listing rules of the UK Listing Authority made pursuant to Part VI of the Financial Services and Markets Act 2000; "Provisional Allotment Letter" the renounceable provisional allotment letter to be despatched to Qualifying non- CREST Shareholders (other than those, subject to certain exceptions, with registered addresses in the Excluded Territories) by the Company in respect of the New Ordinary Shares provisionally allotted to them pursuant to the Rights Issue; "Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in uncertificated form; "Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company on the Record Date; "Record Date" the close of business on 31 October 2005; "Regulations" the Uncertificated Securities Regulations 2001 (SI/3755); "Rights Issue" the proposed offer by way of rights of the New Ordinary Shares on the terms and subject to the conditions set out or referred to in this document and, in the case of Qualifying non-CREST Shareholders only, in the Provisional Allotment Letter; "Shareholder(s)" holder(s) of Ordinary Shares; "subsidiary", "subsidiary have the meanings given to them by the Companies Act (but for these purposes undertaking" and "undertaking" ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act) and "substantial interest" means a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking; "UK Listing Authority" the FSA acting in its capacity as competent authority for the purpose of Part VI of the Financial Services and Markets Act 2000 and in the exercise of its function in respect of the admission to the Official List otherwise than in accordance with Part VI of the Financial Services and Markets Act 2000; "uncertificated" or "in recorded on the relevant register of the share or security concerned as being in uncertificated form" uncertificated form in CREST and title to which may be transferred by means of CREST; "Underwriting Agreement" the conditional agreement dated 1 November 2005 between Hoare Govett and the Company relating to the Rights Issue; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; "United States" or "US" the United States of America, its territories and possessions, any State of the United States and District of Columbia; and "US$" United States dollars. All references to legislation in this document are to English legislation unlessthe contrary is indicated. All references to time in this document are to Londontime unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment,modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and wordsimporting the masculine gender shall include the feminine or neutral gender. Hoare Govett Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting as sponsor, underwriter, broker andjoint financial adviser to Amlin in connection with the proposed Rights Issueand the listing of the New Ordinary Shares on the Official List and theiradmission to trading on the London Stock Exchange's market for listed securitiesand will not be responsible to anyone other than Amlin for providing theprotections afforded to clients of Hoare Govett Limited or for providing advicein relation to the Rights Issue, proposed listing or admission to trading orcontents of this document or any other matters referred to in this document. Lexicon Partners Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as joint financialadviser to Amlin in connection with the proposed Rights Issue and the listing ofthe New Ordinary Shares on the Official List and their admission to trading onthe London Stock Exchange's market for listed securities and will not beresponsible to anyone other than Amlin for providing the protections afforded tocustomers of Lexicon Partners Limited or for providing advice in relation to theRights Issue, proposed listing or admission to trading or contents of thisdocument or any other matters referred to in this document. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. No offer, invitation or inducement to acquire shares or other securities inAmlin is being made by or in connection with this announcement. Any offer,invitation or inducement to acquire shares in Amlin will be made solely by meansof the prospectus, to be published on 2 November 2005, as updated by anysupplementary prospectus, and any decision to keep, buy or sell shares in Amlinshould be made solely on the basis of the information contained in such document(s). Certain statements made in this announcement are forward looking statements.Such statements are based on current expectations and are subject to a number ofrisks and uncertainties that could cause actual results and performance todiffer materially from any expected further results or performances, express orimplied, by the forward looking statements. Factors that might cause forwardlooking statements to differ materially from actual results include, among otherthings, regulatory and economic factors. The Company assumes no responsibilityto update any of the forward looking statement contained herein. Further, anyindication in this announcement of the price at which Ordinary Shares have beenbought or sold in the past cannot be relied upon as a guide to futureperformance. This announcement is not for distribution or transmission, directly orindirectly, in or into the United States, Canada, Australia, Japan, New Zealandor the Republic of South Africa and does not constitute, or form part of, anoffer to sell or the solicitation of an offer to subscribe for or buy and anysecurities ("Securities"), nor the solicitation of any vote or approval in anyjurisdiction, nor shall there be any sale, issue or transfer of the Securitiesreferred to in this announcement in any jurisdiction in contravention ofapplicable law. The Securities have not been and will not be registered under the US SecuritiesAct of 1933, as amended (the "Securities Act") and may not be offered or sold inthe United States unless registered under the Securities Act or an exemptionfrom such registration is available. No public offering of Securities of theCompany is being made in the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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