WREN PLC
21 July 1999
Not for release, publication or distribution in or into the United States,
Canada, Australia, the Republic of Ireland or Japan
OFFER ON BEHALF OF THE BENFIELD & REA INVESTMENT TRUST PLC FOR WREN PLC
LLOYD'S REGULATORY APPROVALS
BRIT EGM
AM BEST RATING FOR BRIT INSURANCE
Offer acceptances
The board of BRIT announces that as at 3.00 pm on 20 July 1999, the first
closing date of the Offer, BRIT had received acceptances in respect of a
total of 41,121,290 Wren Shares (representing approximately 57.9 per cent of
Wren's issued share capital). BRIT itself owns (and held prior to the
commencement of the Offer Period) 19,056,011 Wren Shares (representing
approximately 26.8 per cent of Wren's issued share capital). To date,
elections have been made for the Partial Cash Alternative in respect of
5,787,494 Wren Shares and for the Mix and Match Election in respect of
3,229,179 Wren Shares. The Offer now remains open for acceptance at least
until 3.00 pm on 3 August 1999. The Partial Cash Alternative and the Mix and
Match Election will also be extended at least until 3.00 pm on 3 August 1999.
The total number of valid acceptances received includes acceptances by certain
of the Wren Directors for 8,692,178 Wren Shares (representing approximately
12.2 per cent of Wren's issued share capital) which were the subject of
undertakings to accept the Offer. The total number of acceptances also
includes acceptances by funds managed by Baillie Gifford for 1,500,000
Wren Shares (representing approximately 2.1 per cent of Wren's issued share
capital) which were the subject of an undertaking to accept the Offer.
Neither BRIT, nor any person acting in concert with BRIT for the purposes of
the Offer, has acquired or agreed to acquire any Wren Shares (or rights
over such shares) since 15 June 1999 (the date on which the Offer Period
commenced) other than pursuant to the Offer. Benfield Greig Group PLC,
Raphael Zorn Hemsley Limited, Chaucer Holdings plc, Kiln plc, Torch
Holdings plc, Rea Brothers Group plc and its subsidiaries including Rea
Brothers (Investment Management) Limited and the BRIT Directors are deemed
to be acting in concert with BRIT for the purposes of the Offer. Prior
to the commencement of the Offer Period these concert parties held
1,372,608 Wren Shares (representing approximately 1.9 per cent of Wren's
issued share capital). Acceptances by BRIT's concert parties in
respect of Wren Shares owned or controlled by them are as follows: Raphael
Zorn Hemsley Limited: 110,926 Wren Shares; Rea Brothers (Investment
Management) Limited (on behalf of discretionary clients): 1,153,271 Wren
Shares; Neil Eckert: 58,672 Wren Shares; and Jo Welman: 3,000 Wren Shares.
Lloyd's regulatory approvals
The Council of Lloyd's has confirmed to BRIT that it has granted, inter
alia, Benfield Greig Limited and Wren Syndicates Management Limited the full
period of six months to enable them to make arrangements to rectify the
potential breach of the divestment provisions of the Lloyd's Act which would
have occurred if the BRIT Offer for Wren were to be declared unconditional
in all respects at a time when John Coldman and Neil Eckert were otherwise
directors of BRIT and directors or shareholders of Benfield Greig.
As envisaged in BRIT's Offer Document and Listing Particulars, the Board of
BRIT will therefore seek a replacement to take over the position of John
Coldman as Chairman of BRIT during the six months from the date that the
Offer becomes or is declared unconditional in all respects.
Lloyd's has also given all other necessary change of control approvals to
enable the Offer to proceed.
BRIT EGM
The Offer remains conditional upon, inter alia, upon the passing of
certain resolutions at an extraordinary meeting of BRIT which has been
convened for 26 July 1999.
AM Best rating for BRIT Insurance
BRIT Insurance has been granted an A- ('excellent') rating by AM Best.
The following is an extract from AM Best's press release:
'The rating reflects the company's excellent operating returns since
its inception in 1994, together with its strong solvency. In AM Best's
opinion, the management team has demonstrated its ability to achieve targeted
profits with a well-defined strategic plan. The rating also reflects the
company's experienced underwriting teams and its conservative reserving and
investment strategies'.
Contacts:
BRIT Neil Eckert, Chief Executive 0171 578 7000
Haggie Financial David Haggie 0171 417 8989
Benfield Advisory Limited ('Benfield Advisory'), which is regulated by the
The Securities and Futures Authority Limited, is acting for BRIT and no one
else in connection with the Offer and will not be responsible to anyone other
than BRIT for providing the protections afforded to customers of Benfield
Advisory or for providing advice in relation to the Offer.
Raphael Zorn Hemsley ('RZH'), which is regulated by the The Securities
and Futures Authority Limited, is acting for BRIT and no one else in
connection with the Offer and will not be responsible to anyone other than
BRIT for providing the protections afforded to customers of RZH or for
providing advice in relation to the Offer.
Irrevocable undertakings to accept the Offer have been given by certain
directors of Wren in respect of a total of 8,692,178 Wren Shares held by them
(representing approximately 12.2 per cent of Wren's issued share capital).
An irrevocable undertaking to accept the Offer has also been given regarding
funds managed by Baillie Gifford in respect of 1,500,000 Wren Shares held
by it (representing approximately 2.1 per cent of Wren's issued share
capital). These undertakings are to accept the Offer and not to elect
for the Partial Cash Alternative. However, the undertakings in respect of an
aggregate of 30,000 Wren Shares given by three of the Wren Directors, Messrs.
Baillie, Martin and Withers Green, and in respect of the Wren Shares given
by Baillie Gifford, may be withdrawn in the event of a third party making an
offer for Wren which is recommended by Wren and which values the Wren Shares
at an amount which is more than 15 per cent above the value attributed to
the Wren Shares under the Offer. The three Wren Directors named above
may elect for the Partial Cash Alternative.
The contents of this announcement have been approved by RZH and Benfield
Advisory solely for the purposes of section 57 of the Financial Services Act
1986.
Terms defined in the Offer Document shall have the same meanings when used
herein unless the context requires otherwise.