Issue of E Shares and F Shares
Hamilton, Bermuda (27 March 2015) - Further to the announcements on 2 March 2015 and 26 March 2015, Hiscox Ltd ("Hiscox" or the "Company") is pleased to announce that a total of 243,449,661 E Shares and 77,251,864 F Shares have been issued to Shareholders in connection with the Return of Capital.
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 E Shares). The result of the elections received by the Election Deadline is as follows:
· In respect of E Shares upon which a dividend of 60 pence per E Share (the "E Share Dividend") will be paid on 2 April 2015, Shareholders holding a total of 243,449,661 Existing Ordinary Shares (representing 75.9 % of the total number of Existing Ordinary Shares) elected, or were deemed to have elected, to receive E Shares and to receive the E Share Dividend.
· In respect of F Shares, Shareholders holding a total of 77,251,864 Existing Ordinary Shares (representing 24.1 % of the total number of Existing Ordinary Shares) elected to receive F Shares and to sell their F Shares to UBS Limited pursuant to the Purchase Offer, if made.
On payment of the E Share Dividend all E Shares in respect of which such dividend is paid will be automatically converted into E Deferred Shares. Such E Deferred Shares will be purchased by the Company for an aggregate consideration of one pence 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 31 March 2015. Under the Purchase Offer UBS Limited will purchase (as principal and not as agent, nominee or trustee) all of the F Shares for 60 pence per F Share free and clear from all expenses and commissions.
Following any purchases of F 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 F Shares from UBS pursuant to the Option Agreement and the Company intends to subsequently cancel the F Shares.
In the event that UBS Limited does not purchase any F Shares on or before 1 April 2015, for example because any of the conditions in the Purchase Offer Deed are not satisfied or waived by UBS Limited, a default dividend of 60 pence per F Share will be made on 2 April 2015 in respect of each F Share.
The Company expects cheques to be despatched or CREST accounts to be credited (as appropriate), in respect of the E Share Dividend and the Purchase Offer by 2 April 2015.
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 E Shares, F Shares, E 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 E Shares, F Shares, E Deferred Shares or Deferred Shares be admitted to trading on any other recognised investment exchange.
None of the E Shares, F Shares, E 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 E Shares, F Shares, E 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 and the Prudential Regulation 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.
