Placing announcement

RNS Number : 2508T

Amlin PLC

03 June 2009

 



Amlin plc  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

Amlin announces a placing of 23,502,567 million shares 

Amlin plc (LSE: AML. or AML.L) ('Amlin'), the leading Lloyd's insurer, today announces a placing of 23,502,567 ordinary shares of 28.125 pence representing approximately 5% of Amlin's issued ordinary share capital with institutional investors (the 'Placing'). 

BACKGROUND TO AND REASONS FOR THE PLACING 

The proceeds from the Placing will be used to fund in part the acquisition of Fortis Corporate Insurance N.V (the 'Acquisition'), which is the subject of another announcement from the company this morning. The Placing is not conditional on the closing of the Acquisition. 

The Placing will be effected by way of an accelerated bookbuild (the 'Bookbuild') to be carried out by RBS Hoare Govett Limited ('RBS Hoare Govett').

DETAILS OF THE PLACING

The Placing is subject to the terms and conditions set out in the Appendix. The Placing Price in respect of the Placing Shares (each as defined below) will be decided at the close of the Bookbuild. The book will open with immediate effect and the timing of the closing of the book will be determined at the absolute discretion of the Bookrunner.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Amlin, including the right to receive all dividends and other distributions declared, made or paid after the date of the issue. Application will be made for the Placing Shares to be admitted to the Official List of the Financial Services Authority ('FSA'), and to be admitted to trading by the London Stock Exchange on its main market for listed securities (together 'Admission'). The Placing is conditional on Admission becoming effective.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares investors will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and conditions contained herein and to be providing the representations, warranties and acknowledgements contained in the Appendix to this announcement.

Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this announcement.

Enquiries:
Charles Philipps, Chief Executive Officer		020 7746 1000
Richard Hextall, Finance Director		020 7746 1000
Analysts and Investors
Julianne Jessup, Head of Investor Relations		020 7746 1961
Rob Bailhache, Financial Dynamics		020 7269 7200
Media
Hannah Bale, Head of Communications		020 7746 1118
David Haggie, Haggie Financial LLP		020 7417 8989 / 077 6833 2486
RBS Hoare Govett Limited
Bob Cowdell		020 7678 8000
John MacGowan		020 7678 8000
Enquiries:
Charles Philipps, Chief Executive Officer		020 7746 1000
Richard Hextall, Finance Director		020 7746 1000
Analysts and Investors
Julianne Jessup, Head of Investor Relations		020 7746 1961
Rob Bailhache, Financial Dynamics		020 7269 7200
Media
Hannah Bale, Head of Communications		020 7746 1118
David Haggie, Haggie Financial LLP		020 7417 8989 / 077 6833 2486
RBS Hoare Govett Limited
Bob Cowdell		020 7678 8000
John MacGowan		020 7678 8000

This announcement is for information only and shall not constitute an offer to buy, sell, issue, or acquire or the solicitation of an offer to buy, sell or issue, or acquire any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 

This announcement has been issued by and is the sole responsibility of Amlin. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by RBS Hoare Govett or any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available ('Publicly Available Information') to any interested party or its advisers, and any liability therefore is expressly disclaimed.

RBS Hoare Govett, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Amlin and for no one else in connection with the Placing and will not be responsible to anyone other than Amlin for providing the protections afforded to the customers of RBS Hoare Govett or for providing advice in relation to the Placing or any transaction or arrangement referred to herein.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Amlin or RBS Hoare Govett that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Amlin or RBS Hoare Govett to inform themselves about, and to observe, such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

APPENDIX

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN, AND ANY OFFER MADE SUBSEQUENTLY, ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSE OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE') ('QUALIFIED INVESTORS'); AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER') OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This Announcement (including the Appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement (including the Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia or Japan or in any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Details of the Placing  

Pursuant to the 'Placing Agreement' under which, subject to the conditions set out in that agreement, RBS Hoare Govett, has agreed to use reasonable endeavours as agent for and on behalf of Amlin to procure subscribers for the Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing (the 'Bookbuild'), described in this announcement and set out in the Placing Agreement and shall take up as principal any Placing Shares for which it is unable to procure Placees.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of Amlin including the right to receive all dividends and other distributions declared in respect of such Ordinary Shares after the date of issue of the Placing Shares (excluding, for the avoidance of doubt, the final dividend for the year ended 31 December 2008).  

As part of the Placing, Amlin has agreed that it will not issue or sell any Ordinary Shares for a period of 120 days after Admission, without the prior consent of RBS Hoare Govett. The Placing Agreement does not however prevent Amlin from granting or satisfying exercises of options granted pursuant to existing employee share schemes of Amlin or convertible bonds as disclosed in publicly available information.  

Application for listing and admission to trading

Application will be made to the FSA for admission of the Placing Shares to the Official List of the FSA (the 'Official List') and to the London Stock Exchange for admission to trading of the Placing Shares on its main market for listed securities. It is expected that Admission will become effective on or around 8 June 2009 and that dealings in the Placing Shares will commence at that time.  

Bookbuild  

RBS Hoare Govett will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.  

RBS Hoare Govett and Amlin shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.  

Participation in, and principal terms of, the Placing  

1.    RBS Hoare Govett is acting as an agent for and on behalf of Amlin.  

2.    Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by RBS Hoare Govett. By participating in the Bookbuild process and the Placing, Placees will be deemed to have read and understood this announcement (including this Appendix) in its entirety and to be participating and making an offer for the Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.  

3.    The Bookbuild will establish a single price payable to RBS Hoare Govett by all Placees whose bids are successful (the 'Placing Price'). The Placing Price and the number of Placing Shares to be issued will be agreed between RBS Hoare Govett and Amlin following completion of the Bookbuild. Any discount to the market price of the existing Ordinary Shares will be determined in accordance with the Listing Rules. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the 'Pricing Announcement').  

4.    To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at RBS Hoare Govett. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by Amlin and RBS Hoare Govett, or at prices up to a price limit specified in its bid. Bids may be scaled down by RBS Hoare Govett on the basis referred to in paragraph 9 below.  

5.    The Bookbuild is expected to close no later than 6.00 p.m. (London time) on 3 June 2009 but may be closed earlier or later at the discretion of RBS Hoare Govett. RBS Hoare Govett may, in agreement with Amlin, accept bids that are received after the Bookbuild has closed. Amlin reserves the right (upon the agreement of RBS Hoare Govett) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.  

6.    Each prospective Placee's allocation will be agreed between RBS Hoare Govett and Amlin and will be confirmed orally by RBS Hoare Govett as agent for and on behalf of Amlin following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with Amlin's memorandum and articles of association.  

7.    Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by RBS Hoare Govett. The terms of this Appendix will be deemed incorporated into that contract note.  

8.    Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to RBS Hoare Govett as agent for and on behalf of Amlin, to pay in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and Amlin has agreed to allot and issue to that Placee.  

9.    Subject to paragraphs 4 and 5 above, RBS Hoare Govett may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with Amlin and may scale down any bids for this purpose on such basis as they may determine. RBS Hoare Govett may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of Amlin (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.  

10.    A bid in the Bookbuild will be made on the terms and subject to the conditions in this announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with the consent of RBS Hoare Govett will not be capable of variation or revocation after the time at which it is submitted.  

11.    Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and settlement'. 

12.    All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing Agreement not being terminated on the basis referred to below under 'Termination of the Placing Agreement'.  

13.    By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.  

14.    To the fullest extent permissible by law, neither RBS Hoare Govett nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither RBS Hoare Govett nor any of its affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of RBS Hoare Govett's conduct of the Bookbuild or of such alternative method of effecting the Placing as RBS Hoare Govett and Amlin may agree.  

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of RBS Hoare Govett under the Placing Agreement are, and the Placing is, conditional on, amongst other things:

(a)    the publication by the Company of this announcement and Acquisition Announcement through a Regulatory Information Service by not later than 8.00 a.m. on the date of this announcement (or such later time and/or date as the Company and RBS Hoare Govett may agree);

(b)    the publication by the Company of the Pricing Announcement through a Regulatory Information Service by not later than 8.00 a.m. on day following the date of this announcement (or such later time and/or date as the Company and RBS Hoare Govett may agree);

(c)    the warranties in the Placing Agreement being true and accurate and not misleading at the date of the agreement and not becoming untrue or inaccurate or misleading at any time between the date of the agreement and Admission by reference to the facts and circumstances from time to time subsisting to an extent which, in any such case, RBS Hoare Govett considers in its absolute discretion (acting in good faith following such consultation with the Company as is reasonably practicable in the circumstances) to be material in the context of the Company or the Placing;

(d)    the Company complying with its obligations under the Placing Agreement so far as the same fall to be performed or satisfied on or prior to Admission, which RBS Hoare Govett considers in its absolute discretion (acting in good faith following such consultation with the Company as is reasonably practicable in the circumstances) to be material in the context of the Company or the Placing;

(e)    the delivery by the Company to RBS Hoare Govett of the documents referred to in the Placing Agreement at the times specified therein;

(f)    Admission taking place by not later than 8.00 a.m. on 8 June 2009 (or such later time and/or date as may be agreed between the Company and RBS Hoare Govett) being not later than 17 June 2009;

(g)    the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(h)    the Acquisition Agreement remaining in full force and effect and (i) not having lapsed or been terminated prior to Admission; and (ii) no event having arisen at any time prior to Admission which gives any party to the Acquisition Agreement a right to terminate it (for which purpose it shall be assumed that there is no ability to cure the matter or event giving rise to the right to terminate the Acquisition Agreement and that there is no notice period required for termination).

If any of the conditions contained in the Placing Agreement are not fulfilled or waived in accordance with the Placing Agreement, on or by the respective time or date where specified (or such later time and/or date as Amlin and RBS Hoare Govett may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.  

By participating in the Bookbuild process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under 'Termination of the Placing Agreement' below and will not be capable of rescission or termination by it after oral confirmation from RBS Hoare Govett following close of the Bookbuild process.

RBS Hoare Govett may, at its discretion and upon such terms as they think fit, waive compliance by Amlin with the whole or any part of any of Amlin's obligations in relation to the conditions in the Placing Agreement save that the conditions in the Placing Agreement relating to the publication of announcements and Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.  

None of RBS Hoare Govett, Amlin, or any of their respective affiliates, or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and /or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of RBS Hoare Govett.  

Termination of the Placing Agreement

RBS Hoare Govett is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to Amlin if, amongst other things:  

(a)    there has been a breach by the Company of any of the warranties or any other provision of the Placing Agreement or any of the warranties is not or has ceased to be true, accurate and not misleading and which, in any such case, RBS Hoare Govett considers in its absolute discretion (acting in good faith following such consultation with the Company as is reasonably practicable in the circumstances) to be material in the context of the Company or the Placing; or 

(b)    the Company's application to the FSA for Admission of the Placing Shares to the Official List and/or the Company's application to the London Stock Exchange for admission to trading of the Placing Shares on the London Stock Exchange's market for listed securities and/or the Company's application to Euroclear UK & Ireland Limited of the Placing Shares as participating securities in CREST is withdrawn by the Company and/or refused by the FSA, London Stock Exchange or Euroclear UK & Ireland Limited (as appropriate); or

(c)    in the opinion of RBS Hoare Govett (acting in good faith following such consultation with the Company as is reasonably practicable in the circumstances), there shall have been any material adverse change (whether or not foreseeable at the date of this agreement) in, or any development reasonably likely to lead to a material adverse change, in the condition (financial, operational, legal or otherwise), solvency, liquidity position or the earnings, business affairs or business prospects of the Group, taken as a whole, whether or not arising in the ordinary course of business; or

(d)    there has occurred any material adverse change in any major financial market in the United States, United Kingdom, any member of the European Union or in other international financial markets, any outbreak of hostilities or escalation of hostilities or other calamity or crisis or any change or development reasonably likely to lead to a change in national or international political, financial or economic conditions, or currency exchange rates, in any case the effect of which, in the opinion of RBS Hoare Govett (acting in good faith following such consultation with the Company as is reasonably practicable in the circumstances), makes it impractical or inadvisable to proceed with the Placing in the manner contemplated in the Placing Announcement or may adversely impact dealings in the Placing Shares following Admission or is likely materially and adversely to affect the price at which the Placing Shares are traded on the London Stock Exchange; or

(e)    (i) trading in any securities of the Company has been suspended or limited by the London Stock Exchange on any exchange or over the counter market (ii) or if trading generally on the London Stock Exchange or any other major financial market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of such exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, the United States or any member of the European Union, which in any of the circumstances listed in (ii), RBS Hoare Govett considers in its absolute discretion (acting in good faith following such consultation with the Company as is reasonably practicable in the circumstances) to be material in the context of the Company or the Placing; or 

(f)    a banking moratorium has been declared by the United Kingdom, the United States federal authorities, the European Central Bank, or New York state authorities; or

(g)    there has occurred an adverse change or a prospective adverse change since the date of this agreement in United Kingdom taxation affecting the Ordinary Shares or the transfer thereof or exchange controls have been imposed by the United Kingdom or a member state of the European Union, which RBS Hoare Govett considers in its absolute discretion (acting in good faith following such consultation with the Company as is reasonably practicable in the circumstances) to be material in the context of the Company or the Placing),

Upon such termination, (i) the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions; and (ii) the rights and obligations of each Placee in respect of the Placing as described in this announcement (including this Appendix) shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, Placees agree that the exercise by RBS Hoare Govett of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of RBS Hoare Govett who need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise. 

No prospectus 

No prospectus or other offering document has been or will be submitted to be approved by the FSA, or by the competent authority in any other jurisdiction, in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) released by Amlin today and in the Pricing Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. 

Each Placee, by participating in the Bookbuild process and, if relevant, by accepting a participation in the Placing, agrees that the content of this announcement (including this Appendix) is exclusively the responsibility of Amlin and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of Amlin or RBS Hoare Govett or any other person and none of RBS Hoare Govett, Amlin, their respective affiliates nor any other person will be liable for any Placee's decision to participate in the Bookbuild process and, if relevant, the Placing, based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Amlin in deciding whether or not to participate in the Bookbuild process and, if relevant, accept a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. 

Registration and settlement 

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ('CREST'), subject to certain exceptions. RBS Hoare Govett and Amlin reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means as they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement and Appendix or would not be consistent with the regulatory requirements in the Placee's jurisdiction.  

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.  

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with RBS Hoare Govett.  

Amlin will deliver the Placing Shares to a CREST account operated by RBS Hoare Govett as agent for Amlin and RBS Hoare Govett will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.  

It is expected that settlement will be on 8 June 2009 on a T + 3 basis in accordance with the instructions given to RBS Hoare Govett.  

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by RBS Hoare Govett.  

Each Placee is deemed to agree that, if it does not comply with these obligations, RBS Hoare Govett may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Amlin's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.  

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.  

Representations and warranties  

By participating in the Bookbuild process and Placing each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following. It:  

1.    represents and warrants that it has received and read this announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;  

2. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning Amlin in accepting this invitation to participate in the Placing;

3.    acknowledges and agrees that no offering document, listing particulars or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

4.    acknowledges and agrees that it has neither received nor relied on any other information, representation, warranty or statement made by RBS Hoare Govett or Amlin and neither RBS Hoare Govett nor Amlin nor any of their respective affiliates will be liable for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement;

5.    acknowledges that none of RBS Hoare Govett or Amlin nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or Amlin or any other person other than this announcement; nor has it requested any of RBS Hoare Govett, Amlin, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;  

6.    acknowledges that (i) it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be residents of the United States, Australia, Canada or Japan, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;  

7.    acknowledges that neither RBS Hoare Govett, nor Amlin, nor any person acting on behalf of RBS Hoare Govett or Amlin has or shall have any liability for any information, representation or statement contained in this announcement or any information previously published by or on behalf of RBS Hoare Govett or Amlin and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement (including the Appendix) or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this announcement (including the Appendix) and that it has neither received nor relied on any other information given or representations, warranties or statements made by RBS Hoare Govett or Amlin and neither RBS Hoare Govett nor Amlin will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Amlin in deciding to participate in the Placing;  

8.    acknowledges that neither RBS Hoare Govett, nor Amlin nor any person acting on their respective behalves nor any of their affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to Amlin, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;  

9.    represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);  

10.    represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the 'Regulations') and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;  

11.    if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC (as amended) (the 'Prospectus Directive') (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of RBS Hoare Govett has been given to the proposed offer or resale;  

12.    represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ('FSMA');  

13.    represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);  

14.    represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;  

15.    represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;  

16.    (A)    represents and warrants that it, and any person acting on its behalf, is a person falling within Article 19(5) and / or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or is a person to whom this announcement may otherwise be lawfully communicated; and 

       (B)     acknowledges that any offer of Placing Shares may only be directed at persons to the extent in member states of the European Economic Area who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that it is such a qualified investor;

17.    represents and warrants that it (and any person acting on its behalf) is entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it, and that its subscription/purchase of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of Amlin, or otherwise and it has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto and will honour such obligations;

18.    undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as RBS Hoare Govett may in its discretion determine and without liability to such Placee;  

19.    acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Amlin may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;  

20.    acknowledges that neither RBS Hoare Govett, nor any of its respective affiliates, nor any person acting on its behalf, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of RBS Hoare Govett and that RBS Hoare Govett has no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;  

21.    undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither RBS Hoare Govett nor Amlin will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify Amlin and RBS Hoare Govett in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of RBS Hoare Govett who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;  

22.    acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Amlin or RBS Hoare Govett in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; 

23.    acknowledges that the Company, RBS Hoare Govett and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, acknowledgements and undertakings set forth herein and which are irrevocable and it irrevocably authorises RBS Hoare Govett to produce this announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

24.    agrees to indemnify and hold Amlin, RBS Hoare Govett and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;  

25.    represents and warrants that it will acquire any Placing Shares purchased by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

26.    represents and warrants that if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

27.    acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Amlin's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of Amlin as well as RBS Hoare Govett. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from Amlin for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither Amlin nor RBS Hoare Govett shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Amlin and RBS Hoare Govett accordingly;  

28.    understands that no action has been or will be taken by any of the Company, RBS Hoare Govett or any person acting on behalf of Amlin or RBS Hoare Govett that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

29.    in making any decision to purchase the Placing Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

30.    warrants and represents that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Amlin group that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription or purchase of the Placing Shares; and (d) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of RBS Hoare Govett; 

31.    understands and agrees that it may not rely on any investigation that RBS Hoare Govett or any person acting on its behalf may or may not have conducted with respect to the Company, its group, or the Placing and RBS Hoare Govett has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company, its group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to purchase the Placing Shares. It acknowledges and agrees that no information has been prepared by RBS Hoare Govett or the Company for the purposes of this Placing; and

32.    accordingly it acknowledges and agrees that it will not hold RBS Hoare Govett, any of its associates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company's group or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company's group (the 'Information') and that none of RBS Hoare Govett or any person acting on behalf of RBS Hoare Govett, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information.  

By participating in the Placing, each Placee (and any person acting on Placee's behalf) subscribing for Placing Shares acknowledges that: (i) the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act; and (ii) the offer and sale of the Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and it is outside of the United States during any offer or sale of Placing Shares to it.  

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.  

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that RBS Hoare Govett or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.  

When a Placee or person acting on behalf of the Placee is dealing with RBS Hoare Govett, any money held in an account with RBS Hoare Govett on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the RBS Hoare Govett's money in accordance with the client money rules and will be used by RBS Hoare Govett in the course of their own business; and the Placee will rank only as a general creditor of RBS Hoare Govett.

All times and dates in this announcement may be subject to amendment. RBS Hoare Govett shall notify the Placees and any person acting on behalf of the Placees of any changes.  

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. 

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. The materials do not constitute or form part of any offer or solicitation to purchase securities in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the Securities Act, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of shares in the United States.

DEFINITIONS

In this announcement:

'Acquisition' means the acquisition by the Company of the entire issued share capital of the Target in accordance with and subject to the terms of the Acquisition Agreement and as described in the Acquisition Announcement;

'Acquisition Agreement' means the agreement for the sale and purchase of all of the issued share capital in Fortis Corporate Insurance N.V. entered into between Amlin and the State of the Netherlands dated 3 June 2009;

'Acquisition Announcement' means the press announcement released by the Company on the date of this announcement relating to the Acquisition;

'Admission' means the admission of the Placing Shares to listing on the Official List of the Financial Services Authority and to trading on the main market of the London Stock Exchange;

'Amlin' or the 'Company' means Amlin plc;

'CREST' means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (in respect of which Euroclear UK & Ireland Limited is the operator);

'FSA' means the Financial Services Authority;

'Listing Rules' means the listing rules of the FSA;

'London Stock Exchange' means the London Stock Exchange plc;

'Ordinary Share' means an ordinary share of 28.125 pence each in the capital of the Company;

'Placee' means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given;

'Placing' means the placing of the Placing Shares by RBS Hoare Govett, for and on behalf of the Company, with both new and existing institutional investors;

'Placing Agreement' means the placing agreement dated 3 June 2009 among the Company and RBS Hoare Govett in respect of the Placing;

'Placing Price' means the price per Placing Share at which the Placing Shares are to be placed with Placees;

'Placing Shares' means the 23,502,567 Ordinary Shares to be issued pursuant to the Placing;

'Pricing Announcement' means the press announcement in a form to be agreed between the Company and RBS Hoare Govett, giving details of the Placing Price;

'Prospectus Directive' means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;

'Regulatory Information Service' means a regulatory information service that is on the list of regulatory information services maintained by the FSA from time to time;

'RBS Hoare Govett' means RBS Hoare Govett Limited whose registered office is at 250 Bishopsgate, London EC2M 4AA;

'Securities Act' means the US Securities Act of 1933, as amended;

'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland; and

'United States' or 'US' means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

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