Issue of equity
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which the same would be unlawful.
| 9 March 2006 |
Catlin Group Limited (“Catlin” or the “Group”), the international property and casualty insurer and reinsurer, today announces a bookbuilt cash placing (the “Placing”) of up to 7,704,900 new common shares, representing approximately 5 per cent. of the Group's issued stockholders' equity.
Catlin has also released today its preliminary results for the year ended 31 December 2005 , contained in a separate announcement.
The funds raised from the Placing, together with plans to raise approximately $150 million of subordinated debt in the coming months, will provide Catlin with additional financial flexibility to take advantage of the underwriting opportunities Catlin sees in 2006 and beyond while further strengthening the Group's capital position. Catlin has withstood an unprecedented level of hurricane loss in 2005 and its stockholders' equity, which has been unimpaired by this loss, remains strong.
2006 is likely to present good new underwriting opportunities across many parts of the Group's portfolio and it expects growth in all of its platforms, not least at Catlin US and in the network of overseas offices. To ensure that it is well positioned to develop these opportunities, it is proposing to increase its capital by placing up to 7,704,900 new common shares, approximately 5 per cent. of the Group's share capital. The Group also intends to improve its debt structure in the coming months, raising approximately $150 million of subordinated debt, giving further financial flexibility.
Stephen Catlin, CEO of Catlin, said:
“We see significant underwriting opportunities in 2006 and beyond. The raising of this capital will give us further strength and financial flexibility to take advantage of these opportunities.”
JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting as Sole Bookrunner and Joint Lead Manager for the Placing. UBS Limited (“UBS” or “UBS Investment Bank”) is acting as Joint Lead Manager for the Placing. In this announcement, reference to the “Managers” shall denote JPMorgan Cazenove and UBS.
The proposed issue of up to 7,704,900 new common shares of $0.01 each in the share capital of the Company (the “Placing Shares”) will take place at a price established through an accelerated bookbuilding process (the “Bookbuilding Process”). It is expected that the books will close no later than 4.30 p.m. on 9 March 2006 and pricing and allocations are expected to be set as soon as practicable thereafter. JPMorgan Cazenove reserves the right to close the bookbuilding process and announce pricing and allocations at any earlier or later time. The Placing will take place in accordance with the terms and conditions set out in the Appendix to this announcement.
The Placing Shares will be credited as fully paid and will rank equally in all respects with the existing common shares of $0.01 each in the share capital of the Company (“Common Shares”), including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares, including (without limitation) the final dividend referred to in the Company's preliminary results announcement of earlier today. Application will be made to the Financial Services Authority (the "FSA") for the Placing Shares to be admitted to the Official List maintained by the FSA and to trading by the London Stock Exchange plc (the "Exchange") on its market for listed securities (“Admission”).
Placees who wish to hold their investment in the Company in uncertificated form will not be issued with Common Shares but with dematerialised depositary interests issued by Capita IRG Trustees Limited (the “Depositary”) as depositary in respect of underlying Common Shares. The Depositary Interests are created pursuant to and issued on the terms of a deed poll executed by the Depositary in favour of the holders of Depositary Interests from time to time. The underlying Common Shares will be issued by the Company to the Depositary and will be subject to the existing depositary agreement between the Company and the Depositary. Full details of these depositary arrangements are contained in the listing particulars published by the Company at the time of its original listing. References to Placing Shares in this announcement should, as the context requires, be construed as including the Common Shares and the Common Shares in the form of such Depositary Interests.
Settlement for any Placing Shares issued pursuant to the Placing, as well as Admission, is expected to take place on 14 March 2006 .
This summary should be read in conjunction with the full text of the following announcement.
The Placing Shares have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful. Catlin does not propose to offer or sell the Placing Shares to the public in the United States.
Enquiries:
| Catlin | JPMorgan Cazenove |
| Media Relations: James Burcke, Head of Communications, Tel: +44 (0)20 7458 5710 Mobile: +44 (0)7958 767 738 E-mail:james.burcke@catlin.com |
Tim Wise Conor Hillery Tel: +44 (0)20 7588 2828 |
| Liz Morley, The Maitland Consultancy, Tel: +44 (0)20 7379 5151 E-mail:emorley@maitland.co.uk |
UBS Investment Bank Phil Shelley Tel: +44 (0) 20 7568 2730 |
| Investor Relations: | |
| William Spurgin, Head of Investor Relations, Tel: +44 (0)20 7458 5726 Mobile: +44 (0)7710 314 365 E-mail:william.spurgin@catlin.com |
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Common Shares. Past performance is no guide to future performance and any investment decision to buy Placing Shares must be made solely on the basis of Publicly Available Information (as defined in the Appendix). 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 , 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 acquire or dispose of Shares in the United States or any jurisdiction in which the same would be unlawful. The shares 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 or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the requirements of the Securities Act. There will be no public offer of Shares in the United States , the United Kingdom or elsewhere. The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, JPMorgan Cazenove or UBS that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, JPMorgan Cazenove 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 therefor is hereby expressly disclaimed.
JPMorgan Cazenove, which is authorised and regulated by the FSA, is acting for the Company in connection with the Placing 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 Placing.
UBS is acting for the Company in connection with the Placing 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 Placing.
See the full Issue of Equity in PDF format (158 Kb).