Hiscox Bermuda. Rights Issue

Hiscox PLC 08 November 2005 8 November 2005 Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia or Japan HISCOX PLC ANNOUNCEMENT Establishment of Hiscox Bermuda and Rights Issue to raise Â£170 million Rationale, management and strategy â€¢ Establishment of wholly-owned Bermudan insurer, Hiscox Bermuda, capitalised at US$500 million â€¢ Opportunity to capitalise on favourable market conditions with expected participation in the 2006 renewals season â€¢ Experienced management team with Robert Childs to become Chief Executive of Hiscox Bermuda â€¢ Hiscox Bermuda will write a balanced business mix of reinsurance and retail business Financial aspects â€¢ Anticipated premiums of US$325 million in 2006, of which US$235 million will be incremental to the Group â€¢ The establishment of Hiscox Bermuda and the Rights Issue will, in the absence of abnormal losses, enhance the Group's net asset value per share immediately, its earnings per share from 2006 and its return on equity from 2007 â€¢ 2005 final dividend will be payable on all shares and will, in the absence of unforeseen circumstances, be 4.75p, giving a total of 7.0p for the year (2004 5.0p), and, in the absence of unforeseen circumstances, a dividend of 9.0p is anticipated for 2006 â€¢ Capitalisation will be funded through the Rights Issue, US$225m of bank borrowings and existing Group resources Rights issue â€¢ 0.327 new Ordinary Shares for every 1 existing Ordinary Share at 183 pence per Ordinary Share â€¢ Net proceeds of Â£170 million â€¢ Represents a 14.8 per cent discount to the closing price on 7 November 2005, the last day prior to announcement, and a 11.6 per cent discount to the theoretical ex-rights price (TERP) â€¢ Fully underwritten by UBS Limited Commenting on the proposed Rights Issue, Robert Hiscox, Chairman of Hiscox plc, said 'We have watched the growing market in Bermuda and for some time considered that we need to underwrite there to increase the spread, balance and distribution of both our global reinsurance and retail accounts. Bermuda is a fast growing reinsurance market, which now sees business not shown in London, and has pricing advantages and a favourable regulatory regime. The time is right for us to open there. Reinsurance prices will be strong following the spate of hurricanes this year. Robert Childs will lead the Hiscox Bermuda team and will write a disciplined, balanced portfolio of both reinsurance and retail business. This is an exciting opportunity to underwrite our business more internationally, with an experienced team, with a proven track record.' A presentation for analysts will be held today, 8 November 2005, at 9:30 a.m. at the offices of Hiscox, 1 Great St Helen's, London, EC3A 6HX. Analysts intending to attend the presentation are requested to notify The Maitland Consultancy in advance. Enquiries Hiscox plc Robert Hiscox, Chairman 020 7448 6011 Bronek Masojada, Chief Executive Officer 020 7448 6012 Stuart Bridges, Finance Director 020 7448 6013 The Maitland Consultancy 020 7379 5151 Public Relations Angus Maitland Suzanne Bartch UBS Investment Bank 020 7568 1000 Sole Sponsor, Underwriter and Joint Financial Adviser John Woolland Ian Gladman N M Rothschild & Sons 020 7280 5000 Joint Financial Adviser Jonathan Eddis This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States or in any jurisdiction in which such an offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, absent registration or an applicable exemption from registration. No public offering of the securities will be made in the United States. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, the nil paid rights, the fully paid rights or the new Ordinary Shares being issued in connection with the Rights Issue, in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. The nil paid rights, the fully paid rights, the new Ordinary Shares and the provisional allotment letters have not been, and will not be, registered under the applicable securities laws of Canada, Australia or Japan. Accordingly, unless an exemption under any applicable laws is available, the nil paid rights, the fully paid rights, the new Ordinary Shares and the provisional allotment letters may not be offered, sold, transferred, taken up or delivered, directly or indirectly, in Canada, Australia or Japan or any other country outside the United Kingdom where such distribution may otherwise lead to a breach of any law or regulatory requirement. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser. Certain statements made in this announcement constitute forward-looking statements. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Furthermore, these forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and the Company assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. Each of UBS Investment Bank and N M Rothschild & Sons Limited is acting for Hiscox plc in connection with the Rights Issue and no-one else and will not be responsible to anyone other than Hiscox plc for providing the protections afforded to each of their respective clients or for providing advice in relation to the Rights Issue or any other matters referred to in this document. This summary should be read in conjunction with the detailed announcement which follows. Further details of the formation of Hiscox Bermuda and the proposed Rights Issue Introduction The Board of Hiscox plc ('Hiscox') announces its intention to establish a new Bermudan insurer, Hiscox Insurance Company (Bermuda) Limited ('Hiscox Bermuda'). The Board also announces that it intends to capitalise Hiscox Bermuda at approximately US$500 million. The capitalisation will be funded through the proposed Rights Issue, additional bank borrowings and existing Group resources. The Board announces the terms of the proposed Rights Issue, being 96,376,553 new Ordinary Shares at 183 pence per share on the basis of 0.327 new Ordinary Shares for every 1 existing Ordinary Share to raise approximately Â£170 million (US$297 million), net of expenses. The Rights Issue has been fully underwritten by UBS Limited. Background on Hiscox Hiscox is a specialist insurance group listed on the London Stock Exchange. There are three main divisions within the Group - Hiscox Global Markets, Hiscox UK and Hiscox International. The Board's ambition is to build a successful specialised insurer known for its expertise in its chosen areas of business, its focus on customers and its financial performance. Hiscox's strategy is to build the Group on the complementary foundations of internationally traded business and retail insurance business. Background to and reasons for the Rights Issue Favourable market outlook The Board believes that insurance and reinsurance premium rating levels are hardening post the recent US hurricanes. Hurricanes Katrina, Rita and Wilma were unusually large natural catastrophe insurance events. Indeed, Hurricane Katrina is thought by most industry commentators to be the largest ever insurance loss following a natural catastrophe. Federal disaster declarations in respect of Hurricane Katrina have been issued over 90,000 square miles of the United States, an area almost as large as the United Kingdom. Hurricane Rita is the strongest measured hurricane ever to have entered the Gulf of Mexico, with winds peaking at 175mph. Hurricane Wilma achieved the same maximum wind speed. 2005 is the first year with three category 5 Atlantic storms in a season. The Board believes that these storms have created a shortage of capacity in the reinsurance markets and that this will produce a sustained increase in levels of insurance and reinsurance premium rates. The Board has seen evidence already of rate rises on business which has renewed since Hurricane Katrina struck New Orleans on 29 August 2005. Accordingly, on 7 October 2005 Hiscox announced that, rather than the originally planned lowering of the premium income capacity of Syndicate 33 for 2006 from Â£775 million to Â£650 million, it is now planning for a premium income capacity of Â£833 million. Bermuda Bermuda is now one of the major reinsurance centres of the world. According to Standard & Poor's Global Reinsurance Highlights Report of 2005 (the 'Report'), 13 of the world's top 40 reinsurers are based in Bermuda, and Bermuda is the fourth largest reinsurance market in the world after Germany, the US and Switzerland. The Report also highlights that for the first time in 2004, Bermuda-based reinsurers' aggregate net written reinsurance premiums exceeded those of London-based reinsurers. Overall, the Report highlights that reinsurance net written premiums for the whole world in 2004 grew by 3.3 per cent. However, in the same period those for Bermudan-based companies grew by 15.9 per cent. This demonstrates the growing importance of the market. Hiscox's Bermudan strategy The Board believes that the Group will benefit significantly from having a trading platform in the Bermudan market as well as the London markets. While there is business that is shown to underwriters both in the Bermudan and London markets simultaneously, there is much that is shown only to one market or another. The Board believes therefore that having a trading platform in both markets will increase the level of opportunity to write profitable business. In respect of US business, the acquisition costs have historically been significantly lower in Bermuda than in London which has given Bermudan reinsurers a pricing advantage that Hiscox Bermuda will in future be able to enjoy. Potential redomicile The Board notes that as such a substantial amount of the Group's business could originate from the Bermudan and US markets, it may be in Shareholders' interests to move the domicile of Hiscox's parent company to Bermuda. The Board is currently examining this. Hiscox Bermuda Hiscox Bermuda has obtained a licence from the Bermuda Monetary Authority to operate a Class 4 Bermudan insurance company conditional only upon the capitalisation of Hiscox Bermuda to US$100 million. The Board intends to seek a rating for Hiscox Bermuda as soon as is reasonably practicable. Hiscox has had discussions with A.M. Best and is targeting an A- rating for Hiscox Bermuda shortly after the closing of the Rights Issue. If this rating is not achieved, Hiscox would seek to employ the new capital raised pursuant to the Rights Issue to support, develop and grow its underwriting operations. The Board believes Hiscox Bermuda will give the Group immediate access to the Bermudan market. Hiscox Bermuda will thus be able to participate in the January 2006 renewals season in Bermuda, which, for the reasons outlined above, is expected to offer opportunities to write business at attractive pricing levels by targeting brokers with which the Hiscox Group has existing and strong relationships. The Board has given consideration to the amount of capital that Hiscox Bermuda would require in order to present the necessary strong and credible balance sheet to potential customers and in order to support the types and amounts of business which Hiscox anticipates writing in 2006 and beyond. The Board believes that the optimal level of shareholders' equity for Hiscox Bermuda is approximately US$500 million. The Board intends to create an underwriting and reinsurance modelling team through the transfer of existing Hiscox staff and senior management to Bermuda in time for the 2006 January renewal season (see 'Management Changes' below). Hiscox intends to recruit additional new staff to strengthen this team. The business plan that has been developed by Hiscox expects Hiscox Bermuda to write US$325 million of premiums in 2006, comprising both third party reinsurance business and quota share participation in some of Hiscox's existing insurance business in other group carriers. Of this total, the Directors estimate approximately US$235 million is incremental to the Group. Hiscox believes that this business mix will give Hiscox Bermuda a balance that a pure third party catastrophe reinsurer would find harder to achieve. The third party reinsurance business mix will reflect Hiscox's view of where the potential for most profit lies in the coming year. The Board also intends to design a reinsurance programme in line with the programmes that protect other Group carriers. This is intended to dovetail with the aggregations of reinsurance risk that Hiscox Bermuda plans for 2006 and the realistic disaster scenarios that apply to those aggregates. Between 1993 and 2004 Hiscox's reinsurance account has had an average gross incurred loss ratio of 58% (source: unaudited management financial information). While the past is no guarantee of future performance, Hiscox sees no reason why Hiscox Bermuda should not be able to match this underwriting performance. Management changes Robert Childs, an executive Director of Hiscox, is stepping down as Managing Director of Hiscox Global Markets and Active Underwriter of Syndicate 33 and will become Chief Executive of Hiscox Bermuda. He will however remain as Chief Underwriting Officer of the Group. Robert has been at Hiscox since 1986 and has been Active Underwriter of Syndicate 33 since 1993. He has served on numerous Lloyd's bodies, most recently as Chairman of the Lloyd's Market Association from January 2003 until May 2005. Richard Watson, 42, a member of the Executive Group that runs Hiscox, is currently Underwriting Director for Hiscox Global Markets. He will become the Managing Director of Hiscox Global Markets and, subject to Lloyd's approval, Active Underwriter of Syndicate 33. Richard has been at Hiscox since 1986 and he is also a member of Lloyd's Market Association Underwriting and Claims Committee. Financial effects of the Rights Issue The Board believes that, in the absence of abnormal losses, the Rights Issue and the formation of Hiscox Bermuda will enhance the Group's net asset value per share immediately, its earnings per share from 2006 and its return on equity from 2007. Current trading, trends and prospects Interim results Hiscox announced on 12 September 2005 its unaudited interim results for the six months ended 30 June 2005. Highlights of these unaudited interim results are set out below . The Group's gross written premium fell by 10.6 per cent. in this period from Â£489.0 million for the six months to 30 June 2004 to Â£437.2 million for the six months to 30 June 2005. Over the same periods, the combined ratio improved to 83.5 per cent. (2004: 84.6 per cent.). This led to an increase in profit before tax to Â£88.1 million (2004: Â£60.3 million). Subsequent announcements in relation to Hurricanes Katrina, Rita and Wilma On 7 October 2005 Hiscox announced that the estimated net loss from Hurricane Katrina was US$110 million, following a case by case reserving review by Hiscox's claims and underwriting staff where possible and otherwise assuming an industry loss of US$45 billion. At the same time it was estimated that Hiscox's net loss from Hurricane Rita was US$70 million, noting that this reflected the retentions which Hiscox has prior to the reinsurance programme becoming effective. The effect of the change in estimate for Hurricane Katrina and the loss estimate for Hurricane Rita will be to reduce Hiscox's 2005 pre-tax profit by Â£25 million. On 31 October 2005 Hiscox announced that the estimated net loss from Hurricane Wilma was US$45 million. This estimate was based on the model storm track from modelling companies augmented by underwriting and claims staff review. At the same time Hiscox increased its estimated net loss from Hurricane Katrina by US$15 million to US$125 million. The estimated net loss in respect of Hurricane Rita remained unchanged at US$70 million. The effect of these changes in estimates will be to reduce Hiscox's 2005 pre-tax profit by a further Â£35 million. Hiscox still has substantial reinsurance cover remaining for a major event. Global Markets Division The Global Markets Division, which underwrites principally London Market risks, wrote gross written premium for the first six months of 2005 of Â£306.2 million (2004: Â£364.4 million) a decrease of 16.0 per cent. At the same time, its combined ratio was 82.8 per cent. (2004: 82.4 per cent.). The gradually softening markets in the first half have reduced premium on renewal business somewhat and the Global Markets Division has not renewed certain business which it felt was on offer at inadequate prices due to rate cuts. The Global Markets Division reports that rates are now rising in most property classes and rising steeply in those classes that have been directly affected by the hurricane losses. Reinsurance rate rises are also substantial. The Global Markets Division's distribution will, the Board believes, be aided by the establishment of Hiscox Inc. which will begin trading on 1 January 2006 targeting US business that is of a medium size. Retail Division Hiscox's UK Retail Division gross written premium for the first six months of 2005 was Â£84.1 million (2004: Â£79.0 million), an increase of 6.5 per cent. At the same time, the combined ratio improved from 89.3 per cent. to 81.6 per cent. This excellent performance on the combined ratio was in part due to the benign weather conditions that the UK had enjoyed in the first half of 2005. Hiscox's International Retail Division had a gross written premium for the first six months of 2005 of Â£46.9 million (2004: Â£45.6 million) an increase of 2.9 per cent. At the same time, its combined ratio improved from 103.8 per cent. to 95.4 per cent. There are also rate rises in the Retail Division, especially for property risks which are larger or more complex. Trends and prospects The Directors believe that insurance market conditions going into 2006 are strong and that this will benefit the Group's overall trading performance. The Directors are confident about the prospects for the Group for the current financial year. Hiscox Performance Share Plan The Board believes that the launch of the Bermuda based reinsurance business by Hiscox Bermuda provides an opportunity for increasing Shareholder returns. In order to ensure that the interests of the key executives of the Group are aligned with the objectives of Shareholders, the Remuneration Committee has proposed that the Group adopts an amendment to the terms of the Hiscox Performance Share Plan and makes a special award under that plan. The Remuneration Committee believes that this will ensure key executives focus on maximising the value of new business to be sought by Hiscox Bermuda and the Group's existing businesses. The maximum number of Ordinary Shares over which the special award will be made is 5 million, of which no more than 20 per cent. will be allocated to the executive Directors. The amendment to the Hiscox Performance Share Plan will be to increase the maximum annual individual grant to up to 200 per cent. of salary. The vesting of the special award which it is proposed will be made will be subject to Hiscox achieving, over a three year performance period, an average post-tax return on equity of between 10 per cent. and 17.5 per cent. per annum. The amendment to the Hiscox Performance Share Plan is subject to the approval of Shareholders. A separate circular will be sent in due course to convene an extraordinary general meeting at which a resolution to approve the amendment to the Hiscox Performance Share Plan will be proposed. Further details will be set out in the separate circular. Dividend and dividend policy Hiscox has a progressive dividend policy with an ambition of steady dividend growth throughout the insurance cycle. This ensures that Shareholders benefit directly and smoothly from the business whilst ensuring that there is sufficient capital to grow the existing businesses. At the time of the interim results on 12 September 2005 the Board announced an interim dividend of 2.25p per Ordinary Share in respect of the six months ended 30 June 2005, payable on 24 October 2005 to Shareholders on the Register at the close of business on 30 September 2005. The new Ordinary Shares will be eligible for the final dividend in respect of 2005. In the absence of unforeseen circumstances, the Board anticipates this final dividend will be 4.75p per Ordinary Share giving a total dividend of 7.0p per Ordinary Share for 2005 (2004: total dividend of 5.0p per Ordinary Share). Following the Rights Issue, in the absence of unforeseen circumstances, Hiscox expects to pay a full year dividend of 9.0p per Ordinary Share for the 2006 financial year and thereafter intends to resume its progressive dividend policy described above. Principal terms and conditions of the Rights Issue Hiscox is proposing to raise approximately Â£170 million (US$297 million) (net of expenses) by the issue of 96,376,553 new Ordinary Shares at a price of 183 pence per new Ordinary Share. The Issue Price reflects a discount of 14.8 per cent. to the middle market price of 214.75 pence per Ordinary Share on 7 November 2005, the last business day prior to the date of announcement of the Rights Issue and a 11.6 per cent. discount to the theoretical ex-rights price. The issue is being made by way of a Rights Issue to Qualifying Shareholders on the basis of: 0.327 new Ordinary Shares for every 1 existing Ordinary Share held on the Record Date. If a Qualifying Shareholder does not take up the offer of new Ordinary Shares, his shareholding will be diluted by 24.6 per cent. The new Ordinary Shares will, when issued and fully paid, rank equally in all respects with the existing issued Ordinary Shares, including the right to receive all dividends or distributions made, paid or declared after the date of the prospectus to be issued in respect of the Rights Issue. Entitlements to new Ordinary Shares will be rounded down and the aggregated fractions will not be allotted to Hiscox Shareholders but will be sold for the benefit of the Company. The Rights Issue is conditional upon Admission taking place not later than 8.00 a.m. on 10 November 2005 or on such other later time and/or date as Hiscox and UBS may determine and the Underwriting Agreement otherwise having become unconditional in all respects and not having been terminated in accordance with its terms prior to commencement of dealings in the new Ordinary Shares, nil paid. Expected timetable for Rights Issue Record Date for the Rights Issue Close of business 3 November 2005 Despatch of the Prospectus 8 November 2005 Despatch of Provisional Allotment Letters (Qualifying 8 November 2005 non-CREST Shareholders only) Dealings in new Ordinary Shares, nil paid, commence on 8.00 a.m. on 9 the London Stock Exchange November 2005 Existing Ordinary Shares marked 'ex-rights' by the 8.00 a.m. on 9 London Stock Exchange November 2005 Nil Paid Rights credited to stock accounts in CREST As soon as practicable (Qualifying CREST Shareholders only) after 8.00 a.m. on 9 November 2005 Recommended latest time and date for requesting 4.30 p.m. on 22 withdrawal of Nil Paid Rights or Fully Paid Rights November 2005 from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form) Latest time and date for depositing renounced 3.00 p.m. on 24 Provisional Allotment Letters, nil or fully November 2005 paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account Latest time and date for splitting Provisional Allotment 3.00 p.m. on 25 Letters, nil or fully paid November 2005 Latest time and date for acceptance and payment in full 11.00 a.m. on 29 and registration of renounced Provisional Allotment November 2005 Letters Dealings in new Ordinary Shares, fully paid, commence 8.00 a.m. on 30 on the London Stock Exchange and new Ordinary Shares November 2005 credited to CREST stock accounts (Qualifying CREST Shareholders only) Despatch of share certificates for new Ordinary Shares 7 December 2005 in certificated form (Qualifying non-CREST Shareholders only) Definitions In this document, the following expressions have the following meanings, unless the context otherwise requires: ''Admission'' the admission of the new Ordinary Shares, nil paid, (i) to the Official List and (ii) to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards 'Canada' Canada and its provinces and territories 'certificated' or 'in where a share or other security is not in certificated form' uncertificated form 'CREST' the relevant system, as defined in the CREST Regulations (in respect of which CRESTCo. Limited is operator as defined in the CREST Regulations) 'Directors' or 'Board' the Directors of Hiscox 'Fully Paid Rights' rights to acquire the new Ordinary Shares, fully paid 'Hiscox' or 'the Hiscox plc Company' 'Hiscox Bermuda' Hiscox Insurance Company (Bermuda) Limited which is a wholly owned subsidiary of Hiscox 'Hiscox Group' or Hiscox and its subsidiaries and subsidiary undertakings 'Group' 'Hiscox Inc.' Hiscox Inc. a wholly owned subsidiary of Hiscox 'Hiscox Shareholder' or A holder of Hiscox Shares 'Shareholder' 'HSL' Hiscox Syndicates Limited, a Lloyd's managing agent which manages the affairs of the Hiscox managed syndicates and which is a wholly-owned subsidiary of Hiscox 'Issue Price' 183 pence per new Ordinary Share 'Listing Rules' the Listing Rules of the UK Listing Authority 'Lloyd's' The Society and Corporation of Lloyd's incorporated by the Lloyd's Act 1871 'London Market' the international insurance markets, both inside and outside Lloyd's based in the City of London 'London Stock London Stock Exchange plc Exchange' 'new Ordinary Shares' the new Ordinary Shares to be allotted and issued pursuant to the Rights Issue 'Nil Paid Rights' the rights to acquire the new Ordinary Shares, nil paid 'Non-UK Shareholders' Qualifying Shareholders with registered addresses outside the UK or who are citizens or residents of countries outside the UK 'Official List' the official list of the UK Listing Authority 'Ordinary Shares' or ordinary shares of 5 pence each in the capital of the 'Hiscox Shares' Company 'Performance Share the Hiscox Performance Share Plan Plan' 'Provisional Allotment the renounceable Provisional Allotment Letters to be Letters' sent to Qualifying non-CREST Shareholders (other than certain Non-UK Shareholders) in respect of the new Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue 'Qualifying CREST Qualifying Shareholders holding Hiscox Shares in Shareholders' uncertificated form 'Qualifying non-CREST Qualifying Shareholders holding Hiscox Shares in Shareholders' certificated form 'Qualifying holders of Hiscox Shares on the register of members of Shareholders' Hiscox at the close of business on the Record Date of the Rights Issue 'Record Date' close of business on 3 November 2005 'Rights Issue' the proposed issue by way of rights of 96,376,553 new Ordinary Shares to Qualifying Shareholders on the terms and subject to the conditions set out in the prospectus relating to the Rights Issue and, in the case of Qualifying non-CREST Shareholders, in the Provisional Allotment Letters 'Syndicate 33' or the an annual joint venture between names at Lloyd's which 'Syndicate' is managed by HSL and in which the Hiscox Group participates 'UBS' UBS Limited 'UK Listing the Financial Services Authority in its capacity as Authority' the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the Financial Services and Markets Act 2000 'uncertificated' or 'in recorded on the relevant register of the share or uncertificated form' security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST 'Underwriting the conditional agreement dated 8 November 2005 Agreement' between Hiscox and UBS relating to the Rights Issue described in the prospectus 'United Kingdom' or the United Kingdom of Great Britain and Northern 'UK' Ireland 'United States' or the United States of America, its territories and 'US' possessions, any state of the United States, and the District of Columbia 'US Securities Act' the United States Securities Act 1933, as amended For the purposes of this document, 'subsidiary', 'subsidiary undertaking' and 'parent undertaking' shall, unless the context otherwise requires, have the respective meanings given to them by the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange

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