Results of Court Meeting & Special General Meeting

RNS Number : 9039K

Catlin Group Limited

21 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                                                                                     21 April 2015

RECOMMENDED OFFER

for

CATLIN GROUP LIMITED
("Catlin")

by

XL GROUP PLC
("XL")

Results of voting at Court Meeting and Special General Meeting

On Friday, 9 January 2015, the Boards of Catlin and XL announced that they had reached agreement on the terms of a recommended cash and share offer pursuant to which XL will acquire the entire issued and to be issued ordinary share capital of Catlin (the "Offer") and that it was intended that the Offer be effected by means of a scheme of arrangement under section 99 of the Companies Act of 1981 (as amended) (the "Scheme"). On Thursday, 2 April 2015, a circular containing the detailed terms of the Scheme and notices convening the requisite shareholder meetings was published and mailed to Catlin shareholders (the "Scheme Document").

Catlin is pleased to announce that Catlin shareholders approved the Scheme, without modification, at the meeting convened pursuant to an order of the Supreme Court of Bermuda and held earlier today (the "Court Meeting").  At the special general meeting immediately following the Court Meeting (the "Special General Meeting"), shareholders also approved the special resolution proposed in the notice of the Special General Meeting included in the Scheme Document (the "Special Resolution"). 

Court Meeting

At the Court Meeting, a majority in number of the Scheme Shareholders who voted, representing 99.884 per cent. of the voting rights of the Scheme Shareholders who voted (in each case either in person or by proxy), voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court meeting was decided on a poll. Details of the votes cast were as follows:

	Number of Scheme Shares voted	Percentage of Scheme Shares voted (%)	Number of Scheme Shareholders voting	Percentage of Scheme Shareholders voting (%)	Number of Scheme Shares voted as a percentage of the total number of Scheme Shares held by Scheme Shareholders entitled to vote on the resolution (%)
FOR	195,451,067	99.884	114	94.215	52.978
AGAINST	226,071	0.116	7	5.785	0.061

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

Special General Meeting

At the Special General Meeting, the Special Resolution was passed by the requisite majority of shareholders by way of a poll. 

The voting results for the Resolution were as follows:

	Number of Catlin shares voted	Percentage of Catlin shares voted (%)
FOR	189,108,380	99.95
AGAINST	102,881	0.05
VOTES WITHHELD	1,367,570

Next Steps

Implementation of the Scheme remains subject to the satisfaction of certain conditions which are set out in Part Three of the Scheme Document. These include the Supreme Court of Bermuda making an order sanctioning the Scheme at a hearing which will take place at 9.30 a.m. (Bermuda time) on Wednesday, 29 April 2015. It is currently expected that dealings in Catlin shares will be suspended at 7:30 a.m. (London time) on Wednesday, 29 April 2015 and that if all outstanding conditions have been satisfied and the Scheme is sanctioned by the court at the hearing, the Scheme will become effective on Friday, 1 May 2015 when a copy of the court's order is delivered to the Registrar of Companies in Bermuda. Settlement of the cash consideration is expected to take place by Friday, 15 May 2015, with the New XL Shares being issued, and dealings in them commencing on the New York Stock Exchange and Bermuda Stock Exchange, on Friday, 1 May 2015.

The times and dates stated above are indicative only and will depend, among other things, on the date on which such conditions are satisfied or (if capable of waiver) waived and the date on which the court sanctions the Scheme. If any of the expected times or dates change, Catlin will give notice of the change by issuing an announcement through a Regulatory Information Service.

In accordance with Rule 9.6.2 of the Listing Rules, copies of the resolutions passed have been submitted to the National Storage Mechanism.

All references to time in this announcement are to London time unless otherwise stated. Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Enquiries:

Catlin
William Spurgin (Investor Relations)	Tel [phone]
James Burcke (Media Relations)	Tel [phone]
JP Morgan Cazenove (financial adviser and corporate broker to Catlin)
Conor Hillery	Tel [phone]
Robert Thomson	Tel [phone]
Mike Collar	Tel [phone]
Evercore (financial adviser to Catlin)
Andrew Sibbald	Tel [phone]
Stuart Britton	Tel [phone]
Neil Bhadra	Tel [phone]
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 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.

 

END

 

 

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