Issue of C Shares and D Shares and Share Capital Consolidation
Hamilton, Bermuda (19 March 2014) - Further to the announcements on 24 and 25 February 2014 Hiscox Ltd ("Hiscox" or the "Company") is pleased to announce that as part of the approval of the Return of Capital by Shareholders at the Extraordinary General Meeting held on 18 March 2014 (the "EGM"):
- the C Shares and D Shares were issued today to Shareholders in connection with the Return of Capital; and
- the Share Capital Consolidation took effect at 8.00 am today and as a result Shareholders will receive 89 New Ordinary Shares for every 100 Existing Ordinary Shares that they held at 4.30 pm on 18 March 2014.
The Return of Capital provided Shareholders with two alternatives in relation to their Existing Ordinary Shares (other than Restricted Shareholders who were deemed to have elected to receive C Shares). The result of the elections received by the Election Deadline is as follows:
· a total of 261,555,693 C Shares (equivalent to 73.64 per cent of the Existing Ordinary Shares excluding Treasury Shares) were issued in respect of deemed elections to receive C Shares upon which a dividend of 50 pence per C Share (the "C Share Dividend") will be paid on 9 April 2014.
· a total of 93,647,894 D Shares (equivalent to 26.36 per cent of the Existing Ordinary Shares excluding Treasury Shares) were issued in respect of elections to receive D Shares which will be sold for 50 pence per D Share to UBS Limited pursuant to the Purchase Offer, if made.
On payment of the C Share Dividend all C Shares in respect of which such dividend is paid will be automatically converted into C Deferred Shares. Such C Deferred Shares will be purchased by the Company for an aggregate consideration of one penny and then cancelled.
Subject to the satisfaction or waiver by UBS Limited of certain conditions, the Purchase Offer is expected to be announced by the Company on 7 April 2014. Under the Purchase Offer UBS Limited will purchase (as principal and not as agent, nominee or trustee) all of the D Shares for 50 pence per D Share free and clear from all expenses and commissions.
Following any purchases of D Shares by UBS Limited from Shareholders under the Purchase Offer, should UBS Limited exercise its put option (which is expected to happen shortly after the making of the Purchase Offer), the Company will be required to purchase such D Shares from UBS pursuant to the Option Agreement and the Company intends subsequently to cancel the D Shares.
In the event that UBS Limited does not purchase any D Shares on or before 9 April 2014, for example because any of the conditions in the Purchase Offer Deed are not satisfied or waived by UBS Limited, a default dividend of 50 pence per D Share will be made on 10 April in respect of each D Share.
The Company expects cheques to be despatched or CREST accounts to be credited (as appropriate), in respect of the C Share Dividend and the Purchase Offer by 9 April 2014.
The New Ordinary Shares issued pursuant to the Share Capital Consolidation were admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities in place of the Existing Ordinary Shares at 8.00 am today and therefore Admission became effective and dealings in the New Ordinary Shares commenced at that time.
Voting Rights and Capital Structure
In accordance with Disclosure and Transparency Rule 5.6.1 the Company now gives notice that following the Share Capital Consolidation described above and as set out in the Circular to Shareholders dated 25 February 2014 (the "Circular") and approved at the EGM the share capital of the Company now consists of:
- 330,501,032 Ordinary Shares of 6 pence each entitled to one vote per share
- 330,501,032 Deferred Shares of 2474/7921 pence each with no voting rights
- 261,555,693 C Shares of 0.01 pence each with no voting rights
- 93,647,894 D Shares of 0.01 pence each with no voting rights
The Company holds 14,369,840 Ordinary Shares in Treasury.
As a result the total number of voting rights in Hiscox Ltd as at 19 March 2014 is 316,131,192. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Hiscox Ltd under the Disclosure and Transparency Rules.
Further details of the Return of Capital are contained in the Circular. Terms used in this announcement have the same meaning as set out in the Circular.
For further information:
Hiscox Ltd
Jeremy Pinchin, Group Company Secretary +1 441 278 8300
Kylie O'Connor, Head of Group Communications, London +44 (0)20 7448 6656
This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for or buy any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
No application will be made to the UK Listing Authority or to the London Stock Exchange for any of the C Shares, D Shares, C Deferred Shares or Deferred Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the C Shares, D Shares, C Deferred Shares or Deferred Shares be admitted to trading on any other recognised investment exchange.
None of the C Shares, D Shares, C Deferred Shares, Deferred Shares or New Ordinary Shares have been or will be registered under the United States Securities Act of 1933 as amended (the "US Securities Act") or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or that is not subject to the registration requirements of the US Securities Act or such laws, either due to an exemption therefrom or otherwise.
None of the C Shares, D Shares, C Deferred Shares, Deferred Shares, New Ordinary Shares or this announcement or the Circular has been approved, disapproved or otherwise recommended by any US federal or state securities commission, including the U.S. Securities and Exchange Commission, or other regulatory authority or any non-US securities commission or regulatory authority, nor have such authorities confirmed the accuracy or determined the adequacy of this announcement or the Circular. Any representation to the contrary is a criminal offence in the United States.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority in the United Kingdom and acting as financial adviser and corporate broker exclusively for the Company and for no one else in connection with the matters referred to in this announcement or the Circular and will not be responsible to anyone other than the Company (whether or not a recipient of this announcement or the Circular) for providing the protections afforded to clients of UBS Limited nor for providing advice in relation to the matters referred to in this announcement or the Circular or any other matter referred to in this announcement or the Circular. Persons other than the Company are recommended to seek their own financial and professional advice.
Apart from the responsibilities and liabilities, if any, which may be imposed on UBS Limited by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, UBS Limited accepts no responsibility or liability, whether arising in tort, contract or otherwise, to Shareholders for the contents of this announcement or the Circular or for any other statement made in connection with the Company, the proposed Return of Capital or the Resolutions.
This announcement has been issued by, and is the sole responsibility of, the Company.
