Press Releases
Catlin Group Limited Rights Issue to Raise Net Proceeds of £200 Million
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, South Africa or any other jurisdiction in which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
| 12 February 2009 | Release 2009-7 |
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 a m. 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.
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.
For more information contact:
Catlin Group Limited
Media Relations:
James Burcke, Head of Communications
Tel: +44 (0)20 7458 5710
Mobile: +44 (0)7958 767 738
Investor Relations:
William Spurgin, Head of Investor Relations
Tel: +44 (0)20 7458 5726
Mobile: +44 (0)7710 314 365
Maitland
Public Relations Advisor
Tel: +44 (0)20 7379 5151
Liz Morley
JPMorgan Cazenove
Sponsor, Joint Broker and Joint Bookrunner
Tel: +44 (0)20 7588 2828
Conor Hillery
Laurence Hollingworth
Mike Collar
UBS
Joint Broker and Joint Bookrunner
Tel: +44 (0)20 7567 8000
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.
See the full announcement in PDF format (216 Kb).
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