Press Releases
Catlin Group Limited announces price of 350 pence per share of initial public offering
HAMILTON, Bermuda – Catlin Group Limited, the international property and casualty insurer and reinsurer, today announces an offer price of 350 pence per share for its initial public offering of common shares (the “Global Offering”) and their admission to trading on the London Stock Exchange plc’s market for listed securities.
At the offer price Catlin will have a market capitalisation of nearly US$1 billion (£539 million).
The total offer of US$304 million (£166 million) includes US$200 million (£109 million) of primary common shares and US$104 million (£57 million) of secondary common shares sold by existing Catlin shareholders. An over-allotment option of a further US$46 million (£25 million) has been granted by certain shareholders taking part in the Global Offering. Following the Global Offering, 31 per cent of the Company’s share capital will be held by new institutional investors (35 per cent assuming exercise of the entire over-allotment option).
Sir Graham Hearne, Chairman of the Catlin Group, said:
- “Catlin received an excellent response from the institutions worldwide that the management team met during the two week roadshow and book-building process. With the conclusion of the offering, we now look to the future with confidence as we continue to aim to increase value for our investors, both existing and new.”
Stephen Catlin, Chief Executive of the Catlin Group, said:
- “I am delighted to welcome our new investors. This is an exciting stage in the development of Catlin as a world class insurance company. We look forward to working for all shareholders to develop further our distinctive three platform underwriting structure while striving to deliver superior returns on equity across insurance cycles.”
Goldman Sachs International, JPMorgan and UBS Investment Bank are acting as joint global co-ordinators, joint bookrunners, joint sponsors and joint brokers to Catlin in connection with the Global Offering. Cazenove is co-broker to the Company and a co-lead manager. The other co-lead managers of the Global Offering are ABN AMRO Rothschild, Citigroup Capital Markets Limited and Fox-Pitt, Kelton.
Additional Information
The Global Offering comprises the issue of 31.18 million new common shares by the Company by way of a primary offering and the sale of 16.26 million existing common shares sold by existing shareholders of the Group by way of a secondary offering.
The number of shares in issue at listing will be 154.07 million. In total, 47.44 million common shares have been allocated to institutions under the Global Offering, representing 31 per cent of the issued share capital of Catlin and an offer size of $304 million (£166 million) prior to any exercise of the over-allotment option. At listing, the Company will have a market capitalisation of US$988 million (£539 million).
The net proceeds from the new common shares issued by the Company will be used to support the anticipated development of the Company’s worldwide underwriting operations while continuing to maintain adequate regulatory and economic capital.
Certain shareholders selling in the Global Offering have granted an over-allotment option for 30 days after the date of admission to the Official List for the purchase of up to an additional 7.12 million existing common shares to meet over-allocations in connection with the Global Offering and to cover short positions resulting from stabilisation transactions.
The selling shareholders of the Company are subject to a six month lock-up, while Executive Directors are subject to a 12 month lock-up following admission.
The shares will be listed on the London Stock Exchange under the symbol “CGL”. Final Listing Particulars are expected to be published later today and conditional dealings are expected to commence at 8.00am today. It is expected that unconditional dealings and admission to the Official List of the UK Listing Authority will take place at 8.00am on 6 April 2004.
For more information contact:
| Catlin Group Limited | ||
| James Burcke, Head of Communications | Tel: | +44 (0)20 7458 5710 |
| Mobile: | +44 (0)7958 767 738 | |
| E-mail: | james.burcke@catlin.com | |
| Gavin Anderson & Company | ||
| Neil Bennett | Tel: | +44 (0)20 7554 1400 |
| E-mail: | nbennett@gavinanderson.co.uk | |
| Liz Morley | Tel: | +44 (0)20 7554 1400 |
| E-mail: | emorley@gavinanderson.co.uk | |
| Goldman Sachs | ||
| John Rafter | Tel: | +44 (0)20 7774 1000 |
| JPMorgan | ||
| Robert Thomson | Tel: | +44 (0)20 7325 1000 |
| UBS Investment Bank | ||
| Oliver Pawle | Tel: | +44 (0)20 7567 8000 |
Note to Editors
- Amounts in US dollars have been converted to pounds sterling using a rate of US$1.83 to £1, the rate as at 31 March 2004. These conversions are provided for editors’ convenience and should not be construed as a representation that the converted amounts actually represent such pounds sterling amounts or could be converted into pounds sterling at the rate indicated or any other rate.
Information About Catlin Group Limited
Catlin Group Limited is an underwriter of international specialty property/casualty insurance and reinsurance. Over its 20 year history, Catlin has expanded from its traditional base at Lloyd's and has built a distinctive and efficient infrastructure comprised of: a Bermuda holding company; underwriting platforms at Lloyd's, in Bermuda and in the UK company market; and a network of owned offices in the United States, United Kingdom, Asia and Continental Europe. Catlin believes that this structure provides it with considerable scope for earnings growth and a high degree of capital flexibility, and offers the Group access to the world's major insurance and reinsurance marketplaces.
Catlin believes that its forward-looking approach to business, realistic and flexible approach to underwriting cycles and commitment to gross underwriting profit have allowed it to grow significantly and to generate consistent returns in excess of the Lloyd's market average for every year closed year of account since 1988 as measured by return on allocated capacity on a Lloyd’s accounting basis.
The Group's three underwriting platforms are:
- Syndicate 2003 at Lloyd's. Syndicate 2003, which is entirely funded by Catlin and managed by Catlin Underwriting Agencies Limited, is the ninth largest syndicate at Lloyd's based on 2004 stamp capacity of £500 million ($909 million). The syndicate writes a wide range of specialty property and casualty insurance and reinsurance.
- Catlin Insurance Company Ltd. (CICL). CICL, a Class 4 insurer and reinsurer licensed in Bermuda, began underwriting in 2002 and writes property treaty and casualty treaty reinsurance as well as property and casualty insurance for US insurers on a surplus lines basis.
- UK Branch of Catlin Insurance Company Ltd. (CICL-UK). The UK Branch of CICL was approved by the UK Financial Services Authority in December 2003 and began underwriting in January 2004. It underwrites specialty lines of property and casualty insurance and reinsurance in parallel with Syndicate 2003. It also writes property, general liability, professional indemnity, directors' and officers' liability and crime insurance for UK businesses on a stand-alone basis.
Other Catlin Group offices located in the US, UK, Singapore, Malaysia and Germany underwrite property and casualty insurance and reinsurance business on behalf of the Group's three underwriting platforms. In total, the Catlin Group underwrites 30 classes of property and casualty insurance and reinsurance.
For the year ended 31 December 2003, Catlin wrote gross premiums totalling nearly US$1.2 billion, a 66% increase over 2002. Net income after tax amounted to US$127.0 million for a return on average equity of 22.1%. The Group's combined ratio for 2003 was 86.9%. As at 31 December 2003, the Group had total assets of nearly US$2.4 billion and shareholders equity of US$639 million.Both Syndicate 2003 and CICL have been assigned financial strength ratings of 'A' (Excellent) by A.M. Best Company. Syndicate 2003's Best rating is superior to the 'A-' (Excellent) rating assigned by A.M. Best to the overall Lloyd's market.
Catlin’s strategic objectives are
- To develop and utilise the Group’s distinctive ‘three platform’ underwriting structure to maximise earnings and to produce controlled, sustainable growth. Subject to future regulatory, market and business conditions, it is currently anticipated that by the end of 2007, approximately 50% of the Group’s business will be underwritten by CICL and the balance in the Syndicate;
- To strengthen further its distribution network to provide the Group with increased access to business in diverse geographic regions and business classes;
- To manage its capital efficiently and to adjust underwriting strategies to exploit prevailing conditions both in the overall marketplace and in individual classes of business;
- To manage risk through effective underwriting controls and procedures, rigorous analytical review, portfolio diversification and the efficient use of reinsurance;
- To continue enhancing and improving business processes and controls; and
- To maintain underwriting talent, discipline and focus, including the continued development of the Group’s culture.
The contents of this announcement, which has been issued by Catlin Group Limited (“Catlin”) and is the sole responsibility of Catlin, have been approved solely for the purposes of Section 21 (2) (b) of the Financial Services and Markets Act 2000 by Goldman Sachs International of Peterborough Court, 133 Fleet Street, London EC4A 2BB, J.P. Morgan Securities Ltd. of 125 London Wall, London EC2Y 5AJ and UBS Limited of 1 Finsbury Avenue, London EC2M 2PP.
Goldman Sachs International, J.P. Morgan Securities Ltd. and UBS Limited (together the “Joint Global Co-ordinators”) are acting for Catlin and no one else in connection with the proposed offer (the “Global Offer”) of common shares in Catlin issued and to be issued in connection with the Global Offer (the “Shares”) and will not be responsible to anyone other than Catlin for providing the protections afforded to clients of the Joint Global Co-ordinators, nor for giving advice in relation to the Global Offer or any information contained herein.
This announcement does not contain or constitute or form part of any offer or invitation, or any solicitation of an offer, for securities and any purchase of or application for securities of Catlin pursuant to the Global Offer should only be made on the basis of the information contained in the formal listing particulars to be issued in connection with the Global Offer. The price and value of, and the income from, securities may go down as well as up. Persons needing advice should consult a professional adviser.
This announcement is not an offer of securities for sale in the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. Catlin does not intend to make a public offering of the Shares in the United States.
The Shares will not qualify for distribution under any of the relevant securities laws of Canada or Japan nor has any prospectus in relation to the Shares been lodged with the Australian Securities and Investment Commission. Accordingly, absent registration or an available exemption from such requirements, the Shares may not be offered or sold, directly or indirectly, in or into Australia, Canada or Japan.
The Global Offer and the distribution of this announcement and the other documents or other information relating to the Global Offer may be restricted by law in certain jurisdictions. No action has been taken by Catlin or the Joint Global Co-ordinators or any of the underwriters of the Global Offer that would permit the Global Offer, any offer of the Shares and/or possession or distribution of this announcement or any other offering or publicity material relating to the Global Offer and/or the Shares in any jurisdiction where action for that purpose is required, other than to certain investors in the United Kingdom. Persons into whose possession any of the documents or other information contained herein comes are required by Catlin to inform themselves about and to observe any such restrictions.
This announcement may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding Catlin's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Catlin's products and services) are forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Catlin to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These factors include but are not limited to those described in Part 4: Risk Factors or elsewhere in the formal listing particulars to be issued in connection with the Global Offer.
Such forward-looking statements are based on numerous assumptions regarding Catlin's present and future business strategies and the environment in which Catlin will operate in the future. These forward-looking statements speak only as at the date of the document or other information concerned. Catlin expressly disclaims any obligations or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein, to reflect any changes in Catlin's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Information in this announcement or any of the documents relating to the Global Offer and/or the Shares cannot be relied upon as a guide to future performance.