Result of SGM
LANCASHIRE HOLDINGS LIMITED
6 September 2013
London, England
Voting Results of Special General Meeting
Lancashire Holdings Limited (the "Company" or "Lancashire") is pleased to
announce the voting results for the Special General Meeting ("SGM") of
shareholders held on Thursday 5 September 2013. The meeting considered the
resolution as set out in the Notice of SGM dated 8 August 2013; the resolution
was duly passed and approved by shareholders casting their votes.
The resolution approved the proposed acquisition of Cathedral Capital Limited
("Cathedral") by the Company, on the terms and subject to the conditions of the
Share Purchase Agreements (as defined and summarised in the circular to
shareholders dated 8 August 2013 (the "Circular")). This ordinary resolution
received 118,653,110 of 119,809,560 votes in the poll, and was therefore
approved by 99.04 % of the votes cast.
Martin Thomas, the Chairman of the Company's board of directors, commented:
"The board is pleased with our shareholders' strong support for the proposed
acquisition of Cathedral. This is a rare opportunity to acquire a high-quality
Lloyd's business with short-tail focus, strong business model fit and robust
underwriting performance. The acquisition will create value for Lancashire's
shareholders at a time of change in the market. It strengthens and diversifies
Lancashire's core underwriting business and we expect the Cathedral team will
enhance Lancashire's competitive positioning."
Richard Brindle, the Company's Chief Executive Officer, commented:
"The acquisition of Cathedral represents an exciting and welcome addition to
the Lancashire Group. Cathedral is an ideal partner for Lancashire, being a
well-respected and well-run business within the Lloyd's market that will
complement Lancashire's existing underwriting base. I am very much looking
forward to working with the Cathedral team to enhance the enlarged group's
business and performance for the long term."
The proposed acquisition remains subject to relevant regulatory approvals being
obtained.
Copies of the resolution passed will be submitted to the National Storage
Mechanism and will shortly be available for inspection at www.hemscott.com/
nsm.do.
Further details of the SGM results will be available shortly on the Company's
website www.lancashiregroup.com.
For further information, please contact:
Lancashire Holdings Limited
Christopher Head +44 20 7264 4145
chris.head@lancashiregroup.com
Jonny Creagh-Coen +44 20 7264 4066
jcc@lancashiregroup.com
Haggie Partners +44 20 7562 4444
David Haggie / Rebecca Young
Investor enquiries and questions can also be directed to
info@lancashiregroup.com or by accessing the Group's website at
www.lancashiregroup.com
About Lancashire
Lancashire, through its UK and Bermuda-based operating subsidiaries, is a
global provider of specialty insurance and reinsurance products. The Group
companies carry the following ratings:
Financial Financial Long Term
Strength Strength Issuer
Rating (1) Outlook(1) Rating (2)
A.M. Best A (Excellent) Stable bbb
Standard & Poor's A- Stable BBB
Moody's A3 Stable Baa2
(1)Financial Strength Rating and Financial Strength Outlook apply to Lancashire
Insurance Company Limited and Lancashire Insurance Company (UK) Limited
(2)Long Term Issuer Rating applies to Lancashire Holdings Limited
Lancashire has capital in excess of $1 billion and its common shares trade on
the Main Market of the London Stock Exchange under the ticker symbol LRE.
Lancashire has its corporate headquarters and mailing address at Level 11,
Vitro, 60 Fenchurch Street, London EC3M 4AD, United Kingdom and its registered
office at Power House, 7 Par-la-Ville Road, Hamilton HM 11, Bermuda.
For more information on Lancashire, visit the Company's website at
www.lancashiregroup.com
Lancashire Insurance Company Limited is regulated by the Bermuda Monetary
Authority in Bermuda.
Lancashire Insurance Company (UK) Limited is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK.
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
CERTAIN STATEMENTS AND INDICATIVE PROJECTIONS (WHICH MAY INCLUDE MODELLED LOSS
SCENARIOS) MADE IN THIS RELEASE OR OTHERWISE THAT ARE NOT BASED ON CURRENT OR
HISTORICAL FACTS ARE FORWARD-LOOKING IN NATURE INCLUDING, WITHOUT LIMITATION,
STATEMENTS CONTAINING THE WORDS "BELIEVES", "ANTICIPATES", "PLANS", "PROJECTS",
"FORECASTS", "GUIDANCE", "INTENDS", "EXPECTS", "ESTIMATES", "PREDICTS", "MAY",
"CAN", "WILL", "SEEKS", "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR
COMPARABLE TERMINOLOGY. ALL SUCH STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL
FACTS INCLUDING, WITHOUT LIMITATION, THE GROUP'S OR THE ENLARGED GROUP'S (AS
DEFINED IN THE CIRCULAR) FINANCIAL POSITION, RESULTS OF OPERATIONS (INCLUDING
THE EXPECTED ACCRETION TO EARNINGS), PROSPECTS, GROWTH, CAPITAL MANAGEMENT
PLANS AND EFFICIENCIES, ABILITY TO CREATE VALUE, ACQUISITION FINANCING MIX,
DIVIDEND POLICY, OPERATIONAL FLEXIBILITY, COMPOSITION OF MANAGEMENT, BUSINESS
STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS (INCLUDING
DEVELOPMENT PLANS AND OBJECTIVES RELATING TO THE GROUP'S OR THE ENLARGED
GROUP'S INSURANCE BUSINESS) ARE FORWARD LOOKING STATEMENTS. SUCH
FORWARD-LOOKING STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF THE GROUP OR THE ENLARGED GROUP TO BE MATERIALLY DIFFERENT FROM
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS.
THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: THOSE RISK FACTORS SET FORTH IN
PART III OF THE CIRCULAR, AS WELL AS THE CONDITIONS TO THE ACQUISITION BEING
SATISFIED, THE ENLARGED GROUP'S ABILITY TO INTEGRATE ITS BUSINESSES AND
PERSONNEL, THE SUCCESSFUL RETENTION AND MOTIVATION OF THE ENLARGED GROUP'S KEY
MANAGEMENT, THE INCREASED REGULATORY BURDEN FACING THE ENLARGED GROUP, THE
NUMBER AND TYPE OF INSURANCE AND REINSURANCE CONTRACTS THAT THE GROUP WRITES OR
THE ENLARGED GROUP MAY WRITE; THE PREMIUM RATES WHICH MAY BE AVAILABLE AT THE
TIME OF SUCH RENEWALS WITHIN ITS TARGETED BUSINESS LINES; THE POSSIBLE LOW
FREQUENCY OF LARGE EVENTS; POTENTIALLY UNUSUAL LOSS FREQUENCY; THE IMPACT THAT
THE ENLARGED GROUP'S FUTURE OPERATING RESULTS, CAPITAL POSITION AND RATING
AGENCY AND OTHER CONSIDERATIONS MAY HAVE ON THE EXECUTION OF ANY CAPITAL
MANAGEMENT INITIATIVES OR DIVIDENDS; THE POSSIBILITY OF GREATER FREQUENCY OR
SEVERITY OF CLAIMS AND LOSS ACTIVITY THAN THE ENLARGED GROUP'S UNDERWRITING,
RESERVING OR INVESTMENT PRACTICES HAVE ANTICIPATED; THE RELIABILITY OF, AND
CHANGES IN ASSUMPTIONS TO, CATASTROPHE PRICING, ACCUMULATION AND ESTIMATED LOSS
MODELS; THE EFFECTIVENESS OF ITS LOSS LIMITATION METHODS; THE POTENTIAL LOSS OF
KEY PERSONNEL; A DECLINE IN THE GROUP'S OPERATING SUBSIDIARIES' RATING WITH
A.M. BEST, STANDARD & POOR'S, MOODY'S OR OTHER RATING AGENCIES; INCREASED
COMPETITION ON THE BASIS OF PRICING, CAPACITY, COVERAGE TERMS OR OTHER FACTORS;
CYCLICAL DOWNTURNS OF THE INDUSTRY; THE IMPACT OF A DETERIORATING CREDIT
ENVIRONMENT FOR ISSUERS OF FIXED INCOME INVESTMENTS; THE IMPACT OF SWINGS AND
IN MARKET INTEREST RATES AND SECURITIES PRICES; A RATING DOWNGRADE OF, OR A
MARKET DECLINE IN, SECURITIES IN ITS INVESTMENT PORTFOLIO; CHANGES IN
GOVERNMENTAL REGULATIONS OR TAX LAWS IN JURISDICTIONS WHERE THE GROUP OR THE
ENLARGED GROUP CONDUCTS BUSINESS.
ALL FORWARD-LOOKING STATEMENTS IN THIS RELEASE SPEAK ONLY AS AT THE DATE OF
PUBLICATION. LANCASHIRE EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING (SAVE
AS REQUIRED TO COMPLY WITH ANY LEGAL OR REGULATORY OBLIGATIONS INCLUDING THE
RULES OF THE LONDON STOCK EXCHANGE) TO DISSEMINATE ANY UPDATES OR REVISIONS TO
ANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN THE GROUP'S OR THE
ENLARGED GROUP'S EXPECTATIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS
BASED.