Form 8 (OPD) Catlin Group Limited

RNS Number : 3231B

Catlin Group Limited

05 January 2015

 



FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

1.         KEY INFORMATION

(a) Full name of discloser:	Catlin Group Limited
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Catlin Group Limited
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	5 January 2015
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES - XL Group plc

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Catlin Group Limited common shares of US$0.01 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0.00	Nil	0.00
(2) Cash-settled derivatives:	Nil	0.00	Nil	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0.00	Nil	0.00
TOTAL:	Nil	0.00	Nil	0.00

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

3(a) Interests of directors of Catlin Group Limited (and persons presumed to be acting in concert with the Directors) in Catlin Group Limited US$0.01 common shares

Director	Number of Catlin Group Limited US$0.01 common shares	Percentage of existing issued shares
Stephen Catlin	6,821,333	1.881%
Benjamin Meuli	1,003,378	0.277%
Fiona Luck	5,000	0.001%
John Barton	50,000	0.014%
Robert Gowdy	29,350	0.008%

3(b) Directors' rights to subscribe in US$0.01 common shares of Catlin Group Limited (and persons presumed to be acting in concert with the Directors)

Deferred Bonus Share Plan 2014

Director	Year awarded	Number of Catlin Group Limited US$0.01 common shares	Vesting date
Stephen Catlin	2014	88,166	1 March 2017 (29,389 shares) 1 March 2018 (29,389 shares) 1 March 2019 (29,388 shares)

Performance Share Plan 2014

Director	Year awarded	Number of Catlin Group Limited US$0.01 common shares	Vesting date
Stephen Catlin	2014	376,875	24 Feb 2017 (188,438 shares) 24 Feb 2018 (188,437 shares)
Benjamin Meuli	2014	234,416	24 Feb 2017 (117,208 shares) 24 Feb 2018 (117,208 shares)

Performance Share Plan 2013

Director	Year awarded	Number of Catlin Group Limited US$0.01 common shares	Vesting date
Stephen Catlin	2013	262,355	18 Feb 2016 (131,178 shares) 18 Feb 2017 (131,177 shares)
Benjamin Meuli	2013	254,596	18 Feb 2016 (127,298 shares) 18 Feb 2017 (127,298 shares)

Performance Share Plan 2012

Director	Year awarded	Number of Catlin Group Limited US$0.01 common shares	Vesting date
Stephen Catlin	2012	296,659	9 Feb 2015 (148,330 shares) 9 Feb 2016 (148,329 shares)
Benjamin Meuli	2012	284,186	9 Feb 2015 (142,093 shares) 9 Feb 2016 (142,093 shares)

Performance Share Plan 2011

Director	Year awarded	Number of Catlin Group Limited US$0.01 common shares	Vesting date
Stephen Catlin	2011	169,207	10 Feb 2015
Benjamin Meuli	2011	147,798	10 Feb 2015

International Save as You Earn - 2014

Director	Year awarded	Number of Catlin Group Limited US$0.01 common shares	Vesting date
Benjamin Meuli	2014	4,026	1 Nov 2017

International Save as You Earn - 2012

Director	Year awarded	Number of Catlin Group Limited US$0.01 common shares	Vesting date
Benjamin Meuli	2012	361	1 Nov 2015

3(c) Interests in Catlin Group Limited securities held by the connected advisers of Catlin Group Limited

Connected adviser	Owner of interests (if different)	Number of Catlin Group Limited US$0.01 common shares	Type of interest
Barclays (Financial Adviser and Corporate Broker)	Palomino Limited	7,734	CFD

3(d) Interests of Catlin Employee Benefit Trust in securities of Catlin Group Limited

Entity	Number of Catlin Group Limited US$0.01 common shares	Percentage of existing issued shares
Catlin Group Employee Benefit Trust	3,504,016	0.966%
Wellington Underwriting plc Employee Benefit Trust	8,911	0.002%

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

(1)        Date of disclosure:	5 January 2015
(2)        Contact name:	Nicola Graham
(3)        Telephone number:	0207 626 0486

Catlin is a Bermudian entity and is therefore not subject to the City Code. Shareholders of Catlin and others dealing are therefore not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosures as if the City Code applied and as if Catlin were in an "offer period". 

Accordingly, public disclosures consistent with the provisions of Rule 8 of the City Code should be released directly through a Regulatory Information Service and should not be emailed to the Takeover Panel. Private disclosures should be emailed to Catlin, at the following address: [e-mail] 

The City Code can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

 

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