28th Jul 2006 14:32
Advent Capital (Holdings) PLC28 July 2006 Advent Capital (Holdings) PLC ("Advent" or the "Company") SYNDICATE CAPACITY OFFER Announcement of Capacity Offer by Advent Capital (No. 3) Limited ("AC3") forall non-aligned capacity on Syndicate 780 Advent , the specialist Lloyd's insurer, today announces that an offer ("theOffer") has been made by AC3, a wholly owned subsidiary of Advent, to allnon-aligned members on Syndicate 780 to acquire all of the capacity not alreadyowned by Advent or any of its subsidiaries (together the "Advent Group"). TheOffer relates to capacity for 2007 and onwards and does not affect prior years. The Advent Group currently owns 80% of the capacity (representing £122 millionout of a total syndicate capacity of £152m for the 2006 year of account) onSyndicate 780 and, pursuant to the terms of the Offer, has offered to acquirethe remaining 20% of such capacity. The Offer will remain open for acceptanceuntil 25 August 2006. Advent Underwriting Limited intends to apply to Lloyd'sfor permission to give notice of termination of the standard managing agent'sagreement to all of those members of Syndicate 780 who do not accept the Offer,provided that at such date AC3 has acquired, or contracted to acquire under theOffer, 90% (or such other proportion as the Council of Lloyd's may specify) ofthe capacity of Syndicate 780 for the 2007 year of account (the "MinorityBuy-out"). The Offer is conditional, inter alia, on Lloyd's granting consent tothe Minority Buy-out. The Offer consideration comprises 5p in cash for each £1 of capacity held onSyndicate 780 for the 2006 year of account. In addition Members are offered a "Limited Tenancy Arrangement", under which they have the right to participate onSyndicate 780 for the 2007 year of account only plus a deferred payment of anadditional 5p in cash for each £1 of capacity retained for the 2007 year ofaccount payable on 30 June 2008 (the "Limited Tenancy Rights"). AC3 has received an undertaking from the two members' agents which represent99.7% of the outstanding capacity for the 2006 year of account, to make ageneral recommendation to their members to accept the Offer in respect of thewhole of their capacity, the recommendation being subject to the individualcircumstances of each member. If Lloyd's grants its consent to the MinorityBuy-out then the total consideration payable would be £1.5 million on closure ofthe Offer, with up to a further £1.5 million payable on 30 June 2008, dependanton the take up of the Limited Tenancy Rights. In the event that the Offer becomes unconditional and assuming that members takeup all of their Limited Tenancy Rights, AC3 expects to maintain its currentlevel of underwriting at £122 million of capacity for the 2007 year of account. This announcement does not constitute a solicitation, invitation, or offer topersons in Singapore or any other jurisdiction where a solicitation, invitationor offer could be contrary to law. This announcement has been approved by Advent Underwriting Limited which isregulated by the FSA for the purposes of section 21 of the Financial Servicesand Markets Act 2000. This announcement relates to a capacity offer which isbeing made in the name of AC3. Advent Underwriting Limited and Advent Capital(Holdings) PLC are interested in this capacity offer. Any person who is considering participating in this capacity offer should readcarefully the offer document relating to such capacity offer (and the syndicatebusiness forecast which will be available, along with copies of the offerdocument, free of charge, at 10th Floor, 1 Minster Court, Mincing Lane, LondonEC3R 7AA) and the risk factors set out in the offer document. This announcement has been prepared in accordance with Lloyd's requirements. AC3has confirmed to Lloyd's that this document complies with the Capacity OfferRules. This announcement has not been approved by Lloyd's. If you are resident in the Republic of South Africa or Thailand and wish toaccept the Capacity Offer, you must comply with all applicable South African orThailand exchange control requirements. If you are in any doubt you should takeprofessional advice from a person properly qualified to advise you. The contents of this document have not been reviewed by any regulatory authorityin Hong Kong. You are advised to exercise caution in relation to the CapacityOffer. If you are in any doubt about any of the contents of this document, youshould obtain independent professional advice. Enquiries For further information please contact:Advent Capital HoldingsKeith Thompson 020 7743 8200Chief Operating Officer Zoe Bucknell 020 7743 8200Company Secretary Pelham Public RelationsCharles Vivian 020 7743 6672Gavin Davis 020 7743 6677 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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