Result of Equity Issue

RNS Number : 2057N

Catlin Group Limited

12 February 2009

 



This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, South Africa or any other jurisdiction in which the same would be unlawful

CATLIN GROUP LIMITED RIGHTS ISSUE 

TO RAISE NET PROCEEDS OF £200 MILLION

HAMILTON, Bermuda - Catlin Group Limited ('Catlin') today announces a fully underwritten Rights Issue to raise approximately £200 million (net of expenses)(1).  The proceeds of the Rights Issue will be used to take advantage of the improving market conditions.

The Rights Issue will involve the issue of up to 106,643,145 New Common Shares (representing 40 per cent of the existing issued share capital of the Company and 29 per cent of the issued share capital of the Company including the New Common Shares) at 205 pence per share, on the basis of:

2 New Common Shares for every 5 Existing Common Shares

Highlights

• The purpose of the Rights Issue is to allow Catlin to be well-positioned financially to exploit the improving market conditions, to take greater advantage of its distribution network, to increase on a selective basis its risk appetite in high-margin areas and to acquire underwriting teams;

• Catlin today announced its 2008 financial results which indicate clear signs that the property/casualty insurance and reinsurance market is hardening;

• Confidence in the Group's prospects reaffirmed by a 6 per cent increase in the proposed total 2008 dividend of 26.6 pence per Common Share;

• The issue price of 205 pence per share represents a discount of 47 per cent to the Closing Price of an Existing Common Share of 388.75 pence on 11 February 2009, the last business day prior to the date of this announcement;

• The Rights Issue is fully underwritten; and

• The Rights Issue is conditional upon, amongst other things, shareholder approval at a Special General Meeting of Catlin to be held on 9 March 2009.

This summary should be read in conjunction with the full text of this announcement.

A meeting for analysts and investors will be held today at 9.30 am. GMT at the Group's offices at 3 Minster Court, Mincing Lane, London EC3R 7DD, United Kingdom.  The meeting will be broadcast live on the Group's website (www.catlin.com) and will be available for replay following the meeting.

J.P. Morgan Securities Ltd. ('JPMSL') and UBS Limited ('UBS') are acting as joint underwriters and JPMorgan Cazenove ('JPMorgan Cazenove') and UBS are acting as joint bookrunners to the Rights Issue. JPMorgan Cazenove is acting as Sponsor.

For more information contact:

Catlin Group Limited

Media Relations:

James Burcke, Head of Communications

Tel: [phone]

Mobile: [phone]

Investor Relations:

William Spurgin, Head of Investor Relations

Tel: [phone]

Mobile: [phone]

Maitland

Public Relations Advisor

Tel: [phone]

Liz Morley

JPMorgan Cazenove

Sponsor, Joint Broker and Joint Bookrunner

Tel: [phone]

Conor Hillery

Laurence Hollingworth

Mike Collar

UBS

Joint Broker and Joint Bookrunner

Tel: [phone]

Phillip Shelley

Anna Swire

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Nil Paid Rights, New Common Shares or New Depositary Interests and shall not form the basis of, or be relied upon in connection with, any contract to purchase or subscribe for any Nil Paid Rights, New Common Shares or New Depository Interests. Past performance is no guide to future performance and any investment decision to take up or buy Nil Paid Rights, New Common Shares or (in the case of Depositary Interest Holders only) New Depositary Interests must be made solely on the basis of publicly available information. Persons needing advice should consult an independent financial adviser.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, South Africa or any jurisdiction in which the same would be unlawful. This announcement is for information only and does not constitute an offer or invitation to take up, acquire or dispose of Nil Paid Rights, New Common Shares or New Depositary Interests in the United States or any jurisdiction in which the same would be unlawful. The New Common Shares, the Nil Paid Rights and the New Depositary Interests have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the 'Securities Act') and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of Nil Paid Rights, New Common Shares or New Depositary Interests in the United States, the United Kingdom or elsewhere. The distribution of this announcement and the offering or sale of the Nil Paid Rights, New Common Shares or New Depositary Interests in certain jurisdictions may be restricted by law. No action has been taken by the Company, JPMorgan Cazenove, JPMSL or UBS that would permit an offering of such Nil Paid Rights, New Common Shares or New Depositary Interests or possession or distribution of this announcement or any other offering or publicity material relating to such Nil Paid Rights, New Common Shares or New Depositary Interests in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, JPMorgan Cazenove, JPMSL and UBS to inform themselves about, and to observe, any such restrictions.

This announcement is the sole responsibility of the Company. 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 JPMorgan Cazenove, JPMSL or UBS or by any of their respective 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 to any interested party or its advisers, and any liability therefore is hereby expressly disclaimed.

JPMorgan Cazenove, which is authorised and regulated by the FSA, is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMorgan Cazenove nor for providing advice in relation to the Rights Issue.

JPMSL, which is authorised and regulated by the FSA, is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMSL nor for providing advice in relation to the Rights Issue.

UBS is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of UBS nor for providing advice in relation to the Rights Issue. 

Catlin Group Limited

RIGHTS ISSUE TO RAISE NET PROCEEDS OF £200 MILLION

Introduction

Catlin Group Limited ('Catlin') today announces a fully underwritten Rights Issue to raise approximately £200 million (net of expenses)(1)  Following the Rights Issue, Catlin wishes to be well-positioned financially to exploit the improving market conditions, to take greater advantage of its distribution network, to increase on a selective basis its risk appetite in high-margin areas and to acquire underwriting teams.

The Rights Issue will involve the issue of up to 106,643,145 New Common Shares (representing 40 per cent of the existing issued share capital of the Company and 29 per cent of the issued share capital of the Company including the New Common Shares) at 205 pence per share, on the basis of:

2 New Common Shares for every 5 Existing Common Shares

Background to and reasons for the Rights Issue

The Group's management believes that the current market environment offers good opportunities for Catlin. Whilst the loss of capital for the market as a whole has been significant and is resulting in a hardening market, Catlin produced an approximate break-even result even after allowing for a significant level of unrealised losses on its investment portfolio.

2008 was a challenging year for the insurance industry. The global economic turmoil caused many insurers worldwide to report sharp declines in investment returns and, in some cases, capital erosion. In addition, 2008 also saw an increased level of insured losses. The first half of the year saw a high level of 'single-risk' losses, both weather-related and man-made, whilst Hurricane Ike in September 2008 caused an estimated US$19 billion in total damage, making it the fourth most costly hurricane to affect the United States according to the National Hurricane Centre. 2008 was the second costliest on record in terms of insured catastrophe losses, according to Swiss Re.

Altogether, it is estimated that US property/casualty insurers alone have lost US$55 billion to US$75 billion in capital during 2008 as a result of investment-related losses. In addition, property/casualty insurers and reinsurers worldwide sustained US$50 billion in catastrophe-related losses in 2008.

These factors, combined with the extreme financial difficulties faced by some of the Company's major competitors, have already caused the property/casualty reinsurance market to harden. Guy Carpenter's Global Reinsurance Review January 2009 noted that its global rate on line index, which measures global property reinsurance pricing, increased by 8 per cent after two years of substantial declines.

Catlin has a proven record of raising and deploying capital profitably in a hard market. For example, following 2002 when Catlin raised US$482 million in private equity capital; Catlin's gross premiums written increased 98 per cent between 2002 and 2004 with a return on average equity of approximately 22 per cent in 2003 and 19 per cent in 2004.

It is likely that the companies which will prosper in the new market environment will have a strong underwriting track record, a broad distribution capability and will be well-capitalised. The extreme difficulties experienced by many of the leading market players are expected to lead to an increase in the use of the subscription market to place risk as parties become more cautious about insuring their risks with single entities.  Against this background, the syndicated Lloyd's market is expected to benefit, due to the worldwide strength of the Lloyd's brand, its strong financial strength ratings and its position as a major player in the US surplus lines insurance market that could benefit from the financial problems suffered in the past year by other large participants.  Following the acquisition of Wellington Underwriting plc in 2006, Catlin owned the largest syndicate at Lloyd's in 2007, based on underwriting capacity. In addition, Catlin operates through three other underwriting platforms and more than 40 offices worldwide.

The Directors believe that Catlin is one of the insurers/reinsurers which is well-positioned to take advantage of the hard market through its:

• breadth of service.  Catlin has underwriting teams in place which write more than 30 classes of business, nearly all with lead capabilities;

• technical approach to underwriting management and pricing;

• broad geographic reach; and

• efficient capital structure focused on a Bermuda reinsurer which has been operating since 2002, with capital deployed as necessary in well-established underwriting platforms at Lloyd's, in the UK and in the US.

Catlin wishes to be well-positioned financially to exploit the improving market conditions, to take greater advantage of its distribution network, to increase on a selective basis its risk appetite in high-margin areas and to acquire underwriting teams. 

Catlin maintains its financial target of achieving a weighted average return on equity that is ten percentage points greater than the risk-free rate over a cycle.

Catlin's current capital resources are sufficient to fund its existing embedded growth. However, with a structural change in the market now under way, it is appropriate for Catlin to raise permanent capital to take advantage of the sustainable opportunities it sees ahead. The proceeds of the Rights Issue will build an economic capital buffer of 15 to 20 per cent for the opportunities which are emerging. Catlin sees the potential for gross written premium growth of approximately US$1 billion through 2011. This growth is expected to gather momentum in the period to 2011 against the backdrop of an attractive rating environment and using Catlin's existing infrastructure.

The proceeds of the Rights Issue, which will raise approximately £200 million net of expenses1, will be invested by the Company following its investment guidelines.  Catlin expects that the whole of the net proceeds of the Rights Issue will be eligible as capital for underwriting purposes and it will be deployed when suitable underwriting opportunities arise.

Information about Catlin

Catlin is an international specialty property and casualty insurer and reinsurer which is focused on achieving consistent underwriting profits and returns on equity across the insurance industry's cycle. Catlin underwrites a broad variety of classes of specialty insurance and reinsurance. Catlin is based in Bermuda and its Common Shares have been traded on the London Stock Exchange since April 2004. 

Over its 24-year history, Catlin has expanded from its traditional base at Lloyd's and has built a unique and efficient infrastructure which includes: a Bermuda holding company; underwriting platforms at Lloyd's, in Bermuda, in the United States and in the UK company market; and a network of offices in the United States, Canada, South America, United Kingdom, Europe, Asia and Australia. This structure provides Catlin with considerable scope for earnings growth and a high degree of capital flexibility and allows Catlin to participate in the world's major insurance and reinsurance marketplaces.

Catlin's original underwriting platform consists of its Lloyd's operations, now conducted through the Catlin Syndicate. The Catlin Syndicate is funded entirely by Catlin and is managed by Catlin Underwriting Agencies Limited, or 'CUAL'. The Catlin Syndicate was the largest syndicate at Lloyd's in terms of underwriting capacity in 2007. The results of the Catlin Syndicate and its predecessor, Syndicate 1003, have consistently outperformed those of the Lloyd's market as a whole over the past 20 years, as measured by return on allocated capacity, on a Lloyd's accounting basis.

Today, the Group operates four underwriting platforms: 

• the Catlin Syndicate - Syndicate 2003 at Lloyd's, of which Catlin Syndicate Limited is the sole member and which is managed by CUAL;

• Catlin Bermuda - a Bermuda-domiciled Class 4 insurer and reinsurer;

• Catlin UK - an FSA-regulated UK insurer; and 

• Catlin US - which encompasses all of Catlin's operations based in the United States.  

Catlin US includes Catlin Insurance Company Inc., a Texas-domiciled insurer that is admitted in most US states, and Catlin Specialty Insurance Company Inc., a Delaware-domiciled insurer that underwrites on a non-admitted basis. Coverage is written by Catlin US on behalf of these two insurers, the Catlin Syndicate and Catlin UK.

In addition to the underwriting platforms, Catlin maintains a network of international offices that source business locally and regionally on behalf of the underwriting platforms.

Catlin's forward-looking approach to business, realistic and flexible approach to underwriting cycles and commitment to earning a gross underwriting profit have allowed it to grow significantly over its 24-year history.

Current trading and prospects

Catlin has today released its preliminary results for 2008, full details of which are contained in a separate announcement.

Catlin believes that the current market environment will offer significant underwriting opportunities during 2009 and subsequent years. Rates for property reinsurance and energy classes rose approximately 10 percent during January renewals. Rates for other classes of business underwritten by the Group are expected to continue to harden during the year. Catlin believes that the factors that have led to these changes will make the market turn widespread and sustainable. Catlin is well-placed to take advantage of 2009 opportunities.

Dividends

Catlin has today announced a proposed 6 per cent increase in its 2008 dividend to 26.6 pence per share (43.4 cents).  Catlin remains committed to its dividend policy.  The level of dividends per Common Share in future will reflect the long-term growth of the Group and will depend upon, among other things, expected future earnings, capital requirements of the Group, and general prevailing financial and business conditions.

Principal terms of the Rights Issue

The Company is proposing to raise approximately £200 million (net of expenses)(1) by way of the Rights Issue. The Issue Price of 205 pence per New Common Share represents a discount of 47 per cent to the Closing Price of an Existing Common Share on 11 February 2009, the last business day prior to the date of this announcement and a 39 per cent discount to the theoretical ex-rights price based on that Closing Price. If a Qualifying Shareholder does not take up the offer of New Common Shares, his proportionate shareholding will be diluted by 29 per cent.

Subject to fulfilment of the conditions set out below, the New Common Shares will be offered by way of rights to all Qualifying Shareholders (other than, subject to certain exceptions, Restricted Shareholders) on the following basis:

2 New Common Shares at 205 pence each for every 5 Existing Common Shares

held and registered in their name at the close of business on the Record Date. Qualifying Shareholders with fewer than 3 Existing Common Shares will not be entitled to any New Common Shares. The New Common Shares will rank for all dividends (with the exception of the 2008 final dividend) declared, made or paid after the date of allotment and issue of the New Common Shares and otherwise pari passu with the Existing Common Shares.

Fractions of New Common Shares will not be allotted to any Qualifying Shareholders, but will be aggregated and sold in the market ultimately for the benefit of the Company.  

The offer of New Common Shares to persons resident in, or who are citizens of, or who have a registered address in countries other than the United Kingdom may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights.

The Company has arranged for the Rights Issue to be underwritten by J.P. Morgan Securities Ltd. (on behalf of JPMorgan Cazenove Limited), and UBS Limited to provide certainty as to the amount of capital to be raised. The terms of the Underwriting Agreement are summarised in Section 11.4 of Part XVI of the Prospectus which it is expected will be posted on 12 February 2009 to all Qualifying Shareholders (other than, subject to certain exceptions, Restricted Shareholders).  Such underwriting relates to all New Common Shares to be offered under the Rights Issue other than those offered in respect of Common Shares that a) are in issue as at the close of business on the Record Date but 

b) are not comprised within the 255,166,529 Common Shares currently in issue.  Prior to Admission, the Underwriters may terminate the Underwriting Agreement in certain circumstances. After Admission, however, the Underwriting Agreement will not be subject to any right of termination (including in respect of any statutory withdrawal rights).

The Rights Issue is conditional on:

(a)  the passing of all the Resolutions at the Special General Meeting;

(b)  Admission becoming effective by not later than 8 a.m. on 11 March 2009 (being the second Dealing Day immediately after the date of the Special General Meeting) or such later time and/or date (being not later than 16 March 2009) as the Company and the Banks may agree; 

(c)  the Company having applied to Euroclear for admission of the New Depository Interests (nil paid) to CREST as participating securities and no notification having been received before Admission that the same will be refused; and

(d)  the Underwriting Agreement otherwise becoming unconditional in all respects and not having been terminated prior to Admission.

The detailed terms and conditions relating to the Rights Issue will be set out in Section VII of the Prospectus as well as, in the case of Qualifying Shareholders (other than, subject to certain exceptions, Restricted Shareholders) Provisional Allotment Letters, which it is expected will be sent on 10 March 2009.

This announcement does not constitute, or form part of an offer to sell, or the solicitation of an offer to subscribe for or buy, any of the New Common Shares to be issued or sold in connection with the Rights Issue. Any decision to invest in the New Common Shares should only be made on the basis of information in the Prospectus which will also contain further details relating to the Rights Issue and Catlin in general as well as a summary of the risk factors to which an investment in the New Common Shares is subject.

Expected timetable of principal events for the Rights Issue

	2009
Announcement	12 February
Record Date for entitlements under the Rights Issue	5.00 p.m. on 6 March
Latest time for receipt by the Receiving Agent of Forms of Direction for the Special General Meeting	3.00 p.m. on 6 March
Latest time for receipt by the Receiving Agent of Forms of Proxy for the Special General Meeting	3:00 p.m. on 7 March
Special General Meeting	11:00 a.m. (Bermuda time) on 9 March
Despatch of Provisional Allotment Letters (to Qualifying Shareholders only)	10 March
Admission	8.00 a.m. on 11 March
Dealings in Nil Paid Rights commence on the London Stock Exchange	8.00 a.m. on 11 March
Existing Common Shares marked 'ex-rights' by the London Stock Exchange	8.00 a.m. on 11 March
Nil Paid Rights credited to stock accounts in CREST (Qualifying Depositary Interest Holders only)	as soon as practicable after 8.00 a.m. on 11 March
Nil Paid Rights enabled in CREST	as soon as practicable after 8.00 a.m. on 11 March
Recommended latest time for requesting withdrawal of Nil Paid Rights from CREST (i.e. if your Nil Paid Rights are in CREST and you wish to convert them into certificated form and receive a Provisional Allotment Letter)	4.30 p.m. on 19 March
Recommended latest time and date for depositing renounced Provisional Allotment Letters, nil paid, into CREST or for dematerialising Nil Paid Rights into a CREST stock account	3.00 p.m. on 20 March
Latest time and date for splitting Provisional Allotment Letters, nil paid, for rights traded on the London Stock Exchange	3.00 p.m. on 23 March
Latest time and date for settlement of USE instruction by Depositary Interest Holders	11.00 a.m. on 25 March
Latest time and date for acceptance and payment in full and registration of renounced Provisional Allotment Letters	11.00 a.m. on 25 March
Announcement of results of the Rights Issue through a Regulatory Information Service	26 March
Dealings in New Common Shares, fully paid, commence on the London Stock Exchange and (for Qualifying Depositary Interest Holders only) New Depositary Interests credited to CREST stock accounts	8.00 a.m. on 26 March
Expected date of despatch of definitive share certificates for New Common Shares	by 8 April 2009

Notes:

(i)  Each of the times and dates set out in the above timetable and mentioned in this announcement, the Prospectus, the Provisional Allotment Letter and in any other document issued in connection with the Rights Issue is subject to change by the Company (with the agreement of the Banks), in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to Shareholders.

(ii)  References to times in this announcement are to London times, unless otherwise specified.

(iii)  The timing and occurrence of each of the principal events which are listed above and which follow the Special General Meeting are dependent upon, and subject to, the approval of all of the Resolutions considered at the Special General Meeting and the time and date upon which such Shareholder approval is forthcoming.

Directors' Intentions

The Directors, who hold in aggregate 3.1 million Existing Common Shares (representing 1.2 per cent of the Existing Common Shares in issue as at 11 February 2009) intend (subject, in the case of Stephen Catlin, to securing financing) to take up, or procure that their nominees take up, their rights in full in respect of .1.2 million New Common Shares.

This announcement has been issued by, and is the sole responsibility of, Catlin.

(1) The proceeds are based on 255,166,529 existing Common Shares in issue and the assumption that (i) no options are exercised under the Catlin Share Schemes and no warrants are exercised which result in the issue of further Common Shares between 11 February 2009 and 6 March 2009 inclusive, being the latest practicable date prior to publication of this document and the expected record date of the Rights Issue and (ii) all resolutions are passed in the Special General Meeting. 

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Nil Paid Rights, New Common Shares or New Depositary Interests and shall not form the basis of, or be relied upon in connection with, any contract to purchase or subscribe for any Nil Paid Rights, New Common Shares or New Depository Interests. Past performance is no guide to future performance and any investment decision to take up or buy Nil Paid Rights, New Common Shares or (in the case of Depositary Interest Holders only) New Depositary Interests must be made solely on the basis of publicly available information. Persons needing advice should consult an independent financial adviser.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, South Africa or any jurisdiction in which the same would be unlawful. This announcement is for information only and does not constitute an offer or invitation to take up, acquire or dispose of Nil Paid Rights, New Common Shares or New Depositary Interests in the United States or any jurisdiction in which the same would be unlawful. The New Common Shares, the Nil Paid Rights and the New Depositary Interests have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the 'Securities Act') and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of Nil Paid Rights, New Common Shares or New Depositary Interests in the United States, the United Kingdom or elsewhere. The distribution of this announcement and the offering or sale of the Nil Paid Rights, New Common Shares or New Depositary Interests in certain jurisdictions may be restricted by law. No action has been taken by the Company, JPMorgan Cazenove, JPMSL or UBS that would permit an offering of such Nil Paid Rights, New Common Shares or New Depositary Interests or possession or distribution of this announcement or any other offering or publicity material relating to such Nil Paid Rights, New Common Shares or New Depositary Interests in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, JPMorgan Cazenove, JPMSL and UBS to inform themselves about, and to observe, any such restrictions.

This announcement is the sole responsibility of the Company. 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 JPMorgan Cazenove or UBS or by any of their respective 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 to any interested party or its advisers, and any liability therefore is hereby expressly disclaimed.

JPMorgan Cazenove, which is authorised and regulated by the FSA, is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMorgan Cazenove nor for providing advice in relation to the Rights Issue.

JPMSL, which is authorised and regulated by the FSA, is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMSL nor for providing advice in relation to the Rights Issue.

UBS is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of UBS nor for providing advice in relation to the Rights Issue. 

DEFINITIONS AND INTERPRETATION

The definitions set out below apply throughout this document, unless the context requires otherwise.

'Admission' means the admission of the New Common Shares to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards;

'Admission and Disclosure Standards' means the requirements contained in the publication 'Admission and Disclosure Standards' dated July 2006 (as amended from time to time) containing, inter alia, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities; 

'Australia' means the Commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof;

'Banks' JPMorgan Cazenove Limited, JPMorgan Securities Limited and UBS Limited;

'Catlin' or 'the Company' means Catlin Group Limited, a company incorporated and registered in Bermuda under registration number 26680 and whose registered office is at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda;

'Catlin Bermuda' means Catlin Insurance Company Ltd;

'Catlin Group' or 'the Group' means the Company together with its subsidiaries and subsidiary undertakings;

'Catlin UK' means Catlin Insurance Company (UK) Ltd.

'Catlin US' means Catlin Insurance Company, Inc.

'Canada' means Canada, its territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof;

'Capita Registrars' Capita Registrars Limited;

'certificated' or 'in certificated form' means a share or other security which is not in uncertificated form;

'Circular' means the circular addressed to all Shareholders of the same date as this document;

'Closing Price' means the middle market quotation as derived from the London Stock Exchange Daily Official List; 

'Common Shares' common shares of $0.01 each in the capital of the Company;

 'CREST' means the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the Euroclear Regulations operated by Euroclear;

'Daily Official List' means the daily official list of the London Stock Exchange;

'Dealing Day' a day upon which dealings in domestic securities may take place on and with the authority of the London Stock Exchange;

'Depositary' means Capita IRG Trustees Limited;

'Depositary Interests' or 'DIs' means the demateralised depositary interests issued or to be issued by the Depositary in respect of, and representing on a one-for-one basis, Common Shares ;

'Depositary Interest Holders' means the holders of Depositary Interests;

'Director' means a director of the Company; 

'EU' means the European Union first established by the treaty made at Maastricht on 7 February 1992;

'Euroclear' means Euroclear UK & Ireland Limited;

'Euroclear Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time;

'Excluded Territories' means the United States, Canada, South Africa, New Zealand, Australia, Japan and any other jurisdiction where the extension or the availability of the Rights Issue (and any transaction contemplated thereby) would breach any applicable law or regulation;

'Existing Common Shares' means the Common Shares in issue as at the date of this document;

'Existing Depositary Interests' means the Depositary Interests in issue as at the date of this document;

'ex-rights date' means 8.00 a.m on 11 March;

'Form of Direction' means a Form of Direction for completion by Depositary Interest Holders in relation to voting on the Resolutions by the Depositary, in the form enclosed with the Circular;

'Form of Proxy' means a Form of Proxy for completion by Shareholders in relation to voting on the Resolutions, in the form enclosed with the Circular;

'FSA' or 'Financial Services Authority' means the Financial Services Authority of the United Kingdom;

 'Issue Price' 205 pence per New Common Share;

 'Listing Rules' means the listing rules and regulations made by the UK Listing

Authority;

'London Stock Exchange' means London Stock Exchange plc;

'New Common Shares' the Common Shares to be issued by the Company pursuant to

the Rights Issue;

'New Depositary Interests' the Depositary Interests to be issued by the Depositary following take up of rights to acquire Depositary Interests by Qualifying Depositary Interest Holders in connection with the Rights Issue;

'Nil Paid Rights' depending on the context, (a) the rights to subscribe for New

Common Shares provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue, and/or (b) the rights to subscribe for New Depositary Interests credited to the CREST accounts of Qualifying Depositary Interest Holders in connection with the Rights Issue;

'Official List' means the Official List maintained by the UK Listing Authority;

'Pounds' or '£' or 'Pounds Sterling' the lawful currency of the United Kingdom;

 'Prospectus' means the Prospectus to be issued by the Company in connection with the Rights Issue;

 'Provisional Allotment Letter' the provisional allotment letter issued to Qualifying

Shareholders;

'Qualifying Depositary Interest Holders' holders of Existing Depositary Interests on the register of such holders maintained in the UK on behalf of the Depositary by Capita IRG plc on the Record Date;

'Qualifying Shareholders' holders of Existing Common Shares on the register of members of the Company on the Record Date;

'Receiving Agent' Capita Registrars;

'Record Date' means 5.00p.m. on 6 March ;

'registered address' the address of a holder of Common Shares as set out in the register of members of the Company, or the address of a holder of Depositary Interests as set out in the register of such holders maintained in the UK on behalf of the Depositary by [Capita IRG plc];

'Regulatory Information Service' one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information from listed companies;

'Resolutions' means the resolutions to be considered and, if thought fit, approved at the Special General Meeting and as set out in the Notice of Special General Meeting set out in the Circular;

'Restricted Shareholders' Qualifying Shareholders or, as the context may require, Qualifying Depositary Interest Holders with registered addresses in, or who are citizens, residents or nationals of, any of the Excluded Territories;

'Rights Issue' the offer by the Company by way of rights to Qualifying Shareholders (other than, subject to certain exceptions, Restricted, Shareholders) to acquire New Common Shares, on the terms and conditions set out in this document and the Provisional Allotment Letter;

'Shareholders' means the Qualifying Shareholders and/or, as the context may permit, holders of Depositary Interests;

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

'Special General Meeting' means the special general meeting of Catlin to be convened for the purposes of considering, and if thought fit, increasing the share capital of the Company, authorising the Directors to allot the New Common Shares and dis-applying pre-emption rights in respect of the New Common Shares;

'Sponsor' JPMorgan Cazenove Limited, a company incorporated in England and Wales with registered number 04153386, whose registered office is at 20 Moorgate London EC2R 6DA, United Kingdom;

'Syndicate 2003' or 'Catlin Syndicate' means syndicate 2003 at Lloyd's;

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

Ireland;

'UK Listing Authority' or 'UKLA' means the United Kingdom Financial Services Authority in its capacity as the competent authority for listing under Part VI of the FSMA;

'Underwriters' J.P. Morgan Securities Ltd. and UBS Limited;

'Underwriting Agreement' the conditional underwriting agreement dated 12 February 2009 between the Company, JPMorgan Cazenove Limited, J.P. Morgan Securities Ltd. and UBS Limited;

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

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

Columbia;

'USE Instruction' means Unmatched Stock Event (USE) instruction (as defined in

the CREST Reference Manual); and

'US$', 'USD', 'US dollars' or ''$' the lawful currency of the United States.

All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

 

END

 

 

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