Announcement of Purchase Offer by UBS, 31 March 2015
Purchase Offer in respect of F Shares in Hiscox Ltd (the "Company")
Hamilton, Bermuda (31 March 2015) - Further to the approval by Shareholders of the Return of Capital at the Extraordinary General Meeting ("EGM") held on 25 March 2015 and in accordance with the Purchase Offer Deed referred to in the Circular, UBS Limited ("UBS") hereby makes the Purchase Offer, acting as principal (and not as agent, nominee or trustee) to purchase 77,251,864 F Shares that were issued pursuant to the Return of Capital.
Under the Purchase Offer, which is being made in the manner and on the terms set out in the circular published by the Company on 3 March 2015 in relation to the Return of Capital (the "Circular") and the Purchase Offer Deed, UBS will purchase such F Shares for 60 pence per F Share, free from all dealing expenses and commissions.
It is expected that Shareholders entitled to receive payments in respect of the proceeds of sale of F Shares to UBS under the Purchase Offer will be sent cheques or have their CREST accounts credited 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.
