TIDMCGL
RNS Number : 6607L
Catlin Group Limited
29 April 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION
For immediate release 29 April 2015
RECOMMENDED OFFER
for
CATLIN GROUP LIMITED
("Catlin")
by
XL GROUP PLC
("XL")
Suspension of trading
Further to the announcement of the results of the Court Meeting
and Special General Meeting on 21 April 2015, and following an
application by Catlin to the UK Listing Authority and the London
Stock Exchange, Catlin announces that the trading of Catlin Shares
on the London Stock Exchange's main market for listed securities
and the listing of Catlin Shares on the Premium Listing segment of
the Official List of the UK Listing Authority, have each been
suspended with effect from 7.30 a.m. today.
The Supreme Court of Bermuda is expected to sanction the Scheme
at a hearing commencing at 9.30 a.m. (Bermuda time) today. Assuming
that the court sanctions the Scheme, it is expected to become
effective on Friday, 1 May 2015 and the listing of Catlin Shares is
expected to be cancelled with effect from 8.00 a.m. (London time)
on that day.
Further announcements will be made to confirm when the Scheme
has been sanctioned by the court, when the Scheme becomes
effective, and when the listing of Catlin Shares has been
cancelled.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document dated 2 April 2015.
Enquiries:
Catlin
William Spurgin (Investor Relations) Tel +44 (0) 207 458
5726
James Burcke (Media Relations) Tel +44 (0) 207 458
5710
JP Morgan Cazenove (financial adviser and corporate broker to Catlin)
Conor Hillery Tel +44 (0) 207 742
4000
Robert Thomson Tel +44 (0) 207 742
4000
Mike Collar Tel +44 (0) 207 742
4000
Evercore (financial adviser to Catlin)
Andrew Sibbald Tel +44 (0) 207 653
6000
Stuart Britton Tel +1 (212) 857 3100
Neil Bhadra Tel +44 (0) 207 653
6000
Barclays (financial adviser and corporate broker to Catlin)
Jim Renwick Tel + 44 (0) 207 623
2323
Kunal Gandhi Tel + 44 (0) 207 623
2323
Michael Lamb Tel + 44 (0) 207 623
2323
Stuart Ord Tel + 44 (0) 207 623
2323
Maitland (PR adviser to Catlin)
Dan Yea Tel + 44 (0) 207 379
5151
Important Notices
J.P. Morgan Limited (which conducts its UK investment banking
business as "J.P. Morgan Cazenove"), which is authorised and
regulated by the Financial Conduct Authority, is acting as joint
financial adviser and corporate broker to Catlin and no one else in
connection with the Offer and will not be responsible to anyone
other than Catlin for providing the protections afforded to its
clients or for providing advice in connection with the Offer or in
relation to the contents of this announcement or any transaction or
any other matters referred to herein.
Evercore, which is authorised and regulated by the Financial
Conduct Authority, is acting as joint financial adviser for Catlin
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Catlin for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on it by FSMA or the regulatory regime
established thereunder, Evercore does not accept any responsibility
whatsoever nor does it make any representation or warranty, express
or implied, for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf, in connection
with Catlin or the Scheme, and nothing in this announcement is or
will be relied upon as a promise or representation in this respect,
whether as to the past, present or future. Evercore accordingly
disclaims to the fullest extent permitted by law all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or any such statement.
Barclays, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Catlin
as a financial adviser and corporate broker and no one else in
connection with the Offer and will not be responsible to anyone
other than Catlin for providing the protections afforded to its
clients or for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or
any other matters referred to herein.
The City Code on Takeovers and Mergers (the "Code")
By virtue of its status as a Bermuda incorporated company, the
Code does not apply to Catlin. Catlin has incorporated certain
takeover-related provisions into its Bye-Laws but these do not
provide Catlin shareholders with the full protections offered by
the Code and enforcement of such provisions are the responsibility
of Catlin, not the Panel. Accordingly, Catlin shareholders are
reminded that the Panel does not have responsibility, in relation
to Catlin, for ensuring compliance with the Code and is not able to
answer shareholders' queries. Catlin and XL have agreed certain
matters regarding the application of the Code to the Offer and the
terms of that agreement are summarised in the announcement made by
XL and Catlin on 9 January 2015 (which is available on Catlin's
website, www.catlin.com) and also in the Scheme Document.
In particular, public disclosures consistent with the provisions
of Rule 8 of the Code (as if it applied to Catlin) should not be
e-mailed to the Panel, but, as described below, released directly
through a Regulatory Information Service.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise nor will there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
The Offer will be effected solely by means of the Scheme
Document which, together with the Forms of Proxy, Forms of Election
and Forms of Direction, contains the full terms and conditions of
the Offer including details of how Catlin shareholders may vote in
respect of the Offer.
This announcement has been prepared for the purpose of complying
with Bermudean law, English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of other jurisdictions.
The Offer is subject to the applicable requirements of the Code,
the London Stock Exchange and the Financial Conduct Authority.
Catlin has prepared the Scheme Document to be distributed to
Catlin shareholders and XL has prepared XL's Irish Prospectus to be
distributed to Catlin shareholders. Catlin urges Catlin
shareholders to read the Scheme Document and XL's Irish Prospectus
in their entirety, because they contain important information in
relation to Catlin, XL, the Scheme, the Offer and the new XL shares
to be allotted and issued pursuant to the Offer ("New XL Shares").
Any vote in respect of the Scheme or other response in relation to
the Offer should be made only on the basis of the information
contained in the Scheme Document and XL's Irish Prospectus.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The laws of certain jurisdictions may affect the availability of
the Offer to persons who are not resident in the UK, the US, the
Republic of Ireland or Bermuda. Persons who are not resident in the
UK, the US, the Republic of Ireland or Bermuda or who are subject
to laws of any jurisdiction other than the UK, the US, the Republic
of Ireland or Bermuda, should inform themselves about, and observe,
any applicable requirements. In particular, the ability of Catlin
shareholders who are not resident in the UK, the US, the Republic
of Ireland or Bermuda to vote their Catlin shares with respect to
the Offer at the Court Meeting and the Special General Meeting may
be affected by the laws of the relevant jurisdiction in which they
are located. Any person (including, without limitation, nominees,
trustees and custodians) who would, or who intends to, forward this
announcement, the Scheme Document, XL's Irish Prospectus or any
accompanying document to any jurisdiction outside the UK, the US,
the Republic of Ireland or Bermuda should refrain from doing so and
seek appropriate professional advice before taking any action.
The Offer will not be made, directly or indirectly, in or into
any jurisdiction (other than the UK, the US, the Republic of
Ireland or Bermuda) where doing so would or may infringe the laws
of such jurisdiction or would or may require either Catlin or XL to
observe or obtain any governmental or other consent or any
registration, filing or other formality which either Catlin or XL
is unable to observe or obtain, or which either Catlin or XL
regards as unduly onerous to observe or obtain. Accordingly, copies
of this announcement, the Scheme Document, XL's Irish Prospectus
and any accompanying documents and any other documentation relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded or distributed in, into
or from any such jurisdiction. Persons receiving this announcement,
the Scheme Document, XL's Irish Prospectus and any accompanying
documents (including custodians, nominees and trustees) must not
distribute or send it or them in, into or from any such
jurisdiction.
The Mix and Match Facility (as defined in the Scheme Document)
is not being made available to any Catlin shareholder with a
registered address in, or which Catlin or XL reasonably believes to
be incorporated or resident in, or a citizen of, any jurisdiction
(other than the UK, the US, the Republic of Ireland or Bermuda)
where doing so would or may infringe the laws of such jurisdiction
or would or may require either Catlin or XL to observe or obtain
any governmental or other consent or any registration, filing or
other formality which either Catlin or XL is unable to observe or
obtain, or which either Catlin or XL regards as unduly onerous to
observe or obtain. Any purported election by any such Catlin
shareholder shall be invalid.
Disclosure requirements of the Code
Catlin is a Bermuda incorporated company and is therefore not
subject to the Code. Accordingly, shareholders of Catlin and others
dealing in Catlin shares are not obliged to disclose any of their
dealings under the provisions of the Code. However, market
participants are requested to make disclosures of dealings as if
the Code applied and as if Catlin were in an "offer period" under
the Code. Catlin shareholders and persons considering the offer or
disposal of any interest in Catlin shares are reminded that they
are subject to the Disclosure and Transparency Rules made by the
UKLA and other applicable regulatory rules regarding transactions
in Catlin shares.
Catlin's website contains the form of disclosure requested. If
you are in any doubt whether you should disclose dealings, you
should contact an independent financial adviser authorised by the
FCA under the FSMA (or, if you are resident in a jurisdiction other
than the UK, a financial adviser authorised under the laws of such
jurisdiction).
In light of the foregoing, as provided in Rule 8.3(a) of the
Code, any person who is "interested" in one per cent. or more of
any class of "relevant securities" of Catlin or of any "securities
exchange offeror" (being any "offeror" other than an "offeror" in
respect of which it has been announced that its "offer" is, or is
likely to be, solely in "cash") should have made an Opening
Position Disclosure following the commencement of the "offer
period" which began when the Possible Offer Announcement was
released on 17 December 2014.
An Opening Position Disclosure should contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of (i) Catlin and (ii) any
"securities exchange offeror(s)". Persons to whom Rule 8.3(a) would
have applied had the Code been applicable should have made an
Opening Position Disclosure by no later than 3.30 p.m. (London
time) on the tenth "business day" following the commencement of the
"offer period" which began when the Possible Offer Announcement was
released on 17 December 2014. Relevant persons who undertake
"dealings" in the "relevant securities" of Catlin or of a
"securities exchange offeror" prior to the deadline for making an
Opening Position Disclosure should instead make a Dealing
Disclosure.
Rule 8.3(b) of the Code provides that if any person is, or
becomes "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of an offeree or of any
"securities exchange offeror", all "dealings" in any "relevant
securities" of that offeree or of any "securities exchange offeror"
(including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") should be publicly
disclosed in a Dealing Disclosure by no later than 3.30 p.m.
(London time) on the "business day" following the date of the
relevant transaction. In a situation where the Code applies, this
requirement would continue until the date on which any "offer"
becomes, or is declared, unconditional as to acceptances, lapses or
is otherwise withdrawn or on which the "offer period" otherwise
ends. Under Rule 8 of the Code, a Dealing Disclosure would contain
details of the "dealing" concerned and of the person's interests
and short positions in, and rights to subscribe for, any "relevant
securities" of (i) Catlin and (ii) any "securities exchange
offeror", save to the extent that these details have previously
been disclosed under Rule 8.
Accordingly, in the case of both an Opening Position Disclosure
and a Dealing Disclosure (if any), disclosures of interests in the
shares of each of XL and Catlin should be made.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Catlin or a "securities exchange
offeror", they would, if the Code were applicable, be deemed to be
a single person for the purpose of Rule 8.3 of the Code.
Consistent with the provisions of Rule 8.1 of the Code, Opening
Position Disclosures should be made by Catlin and by any "offeror",
and all "dealings" in "relevant securities" of Catlin by Catlin, by
any "offeror" or by any persons "acting in concert" with any of
them, should be disclosed in a Dealing Disclosure by no later than
12.00 p.m. (London time) on the "business day" following the date
of the relevant transaction.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of "securities". In particular, a person will be
treated as having an "interest" by virtue of the ownership or
control of "securities", or by virtue of any option in respect of,
or derivative referenced to, "securities".
Terms in quotation marks are defined in the Code, which can be
found on the Panel's website. If you are in any doubt whether you
should disclose a "dealing" by reference to the above, you should
contact an independent financial adviser authorised by the FCA
under the FSMA (or, if you are resident in a jurisdiction other
than the UK, a financial adviser authorised under the laws of such
jurisdiction).
Notice to New Hampshire Residents
Neither the fact that a registration statement or an application
for a licence has been filed under Chapter 421-B of the New
Hampshire Revised Statutes ("RSA 421-B") with the state of New
Hampshire nor the fact that a security is effectively registered or
a person is licenced in the state of New Hampshire constitutes a
finding by the secretary of state of the state of New Hampshire
that any document filed under RSA 421-B is true, complete and not
misleading. Neither any such fact nor the fact that an exemption or
exception is available for a security or a transaction means that
the secretary of state has passed in any way upon the merits or
qualifications of, or recommended or given approval to, any person,
security or transaction. It is unlawful to make, or cause to be
made, to any prospective purchaser, customer or client any
representation inconsistent with the provisions of this
paragraph.
Notice to US Holders
The Offer relates to the shares of a Bermuda company and is
being made by means of a scheme of arrangement provided for under
section 99 of the Companies Act of 1981 (as amended). The
transaction, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act of 1934 (as amended). Accordingly, the
Offer is subject to the disclosure requirements and practices
applicable to a scheme of arrangement involving a target company
incorporated in Bermuda listed on the London Stock Exchange and
applicable to the issuance of consideration shares under the laws
of the Republic of Ireland, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. The
New XL Shares to be issued pursuant to the Offer have not been
registered under the US Securities Act, and may not be offered or
sold in the US absent registration or an applicable exemption from
the registration requirements of the US Securities Act of 1933 (as
amended). The New XL Shares to be issued pursuant to the Offer will
be issued pursuant to the exemption from registration provided by
section 3(a)(10) under that Act.
Neither the SEC nor any US state securities commission has
approved or disapproved of the New XL Shares to be issued in
connection with the Offer, or determined if the Scheme Document is
accurate or complete. Any representation to the contrary is a
criminal offence in the US.
XL and Catlin are incorporated under the laws of the Republic of
Ireland and Bermuda, respectively. In addition, some of their
respective officers and directors reside outside the US and all or
much of their assets are or may be located in jurisdictions outside
the US. Therefore, investors may have difficulty effecting service
of process within the US upon those persons or recovering against
XL, Catlin or their respective officers or directors on judgments
of US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. It may not be
possible to sue XL or Catlin or their respective officers or
directors in a non-US court for violations of the US securities
laws. There is also doubt as to enforceability in the Republic of
Ireland and in Bermuda, in original actions or in actions for
enforcement, of the judgments of US courts, based on the civil
liability provisions of US federal securities laws. In particular,
there is no treaty between the Republic of Ireland and the US
providing for the reciprocal recognition and enforcement of foreign
judgments, and there is no treaty in force between the US and
Bermuda providing for the reciprocal recognition and enforcement of
judgments in civil and commercial matters.
Catlin shareholders that will, on completion of the Offer, hold
XL Shares valued at more than US$76.3 million may be required,
before acquiring XL Shares, to file a Notification and Report Form
with the Federal Trade Commission and the Antitrust Division of the
Department of Justice under the US Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, unless an exemption applies
under that Act.
Publication on Website and Availability of Hard Copies
A copy of this announcement will be made available (subject to
certain access restrictions) on the Catlin website at
www.catlin.com and XL Group's website at www.xlgroup.com by 12.00
p.m. (London time) on the business day following the announcement.
For the avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this announcement.
A Catlin shareholder may request a copy of this announcement in
hard copy form. Hard copies may be requested by contacting the
Catlin Group Limited Shareholder Helpline on 0333 300 1573 from
within the UK or on + 44 333 300 1573 if calling from outside the
UK. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. The Catlin Group Limited
Shareholder Helpline is open between 9.00 a.m. and 5.30 p.m.
(London time), Monday to Friday excluding public holidays.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Scheme or the Offer nor give any financial, legal or tax
advice. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Scheme or the Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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