Capacity Offer
Nameco (No. 808) Limited (“Nameco 808”), a member of the HCC group of companies which provides 87.43 per cent. of the syndicate allocated capacity of Syndicate 4040 (“the Syndicate”) for the 2009 year of account, has made an offer (“the Offer”) to acquire all Syndicate capacity for the 2010 and each subsequent year of account (“Capacity”) that it does not already own.
Details of the Offer are set out in an offer document which was issued and despatched, in accordance with the Capacity Offer Rules, on 21 July 2009.
The key points of the Offer are:
· The Offer price is 15p in cash for each £1 of Capacity.
· The Offer is conditional upon Lloyd’s granting permission, on or before 24 September 2009, for a minority buy-out in respect of the Syndicate if the Offer is not accepted in full. If the Offer is not accepted in full and Lloyd’s does not grant permission for a minority buy-out on or before 24 September 2009 and the Offer lapses, persons who had accepted the Offer and who wish to dispose of their Capacity will have an opportunity to do so, depending upon the timing of Lloyd’s decision, in auction 2 (on 16/17 September 2009) or auction 3 (on 29/30 September 2009).
· If the minority buy-out application is proceeded with but not determined before the commencement of auction 1, Lloyd’s will suspend trading of Syndicate capacity in auction 1 or, as the case may be, auctions 1 and 2, pending its decision on the application.
· The Offer is an unlimited offer, meaning that if it is accepted in full (or if the minority buy-out application is proceeded with and a minority buy-out is implemented), Nameco 808 will own 100% of the Syndicate’s capacity for the 2010 and each subsequent year of account.
· The Offer may only be accepted in respect of all (and not some only of) a person’s Capacity.
· The Offer will close for acceptances at 4.00 pm on 18 August 2009.
· If the Offer is not accepted in full and there is no minority buy-out, and the Offer therefore lapses, Nameco 808 may or may not subscribe for Capacity in the 2009 capacity auctions. If it chooses to do so, it is highly unlikely to subscribe at any higher price than the Offer price.
Nameco 808 has received from Hampden Agencies Limited an irrevocable undertaking to write to all other members of the Syndicate for whom it acts as members’ agent to advise them that it considers the Offer to be fair and reasonable and to recommend that, subject to taking into account their own personal circumstances, the relevant members should accept the Offer in respect of all of their Capacity totalling £6,486,661, representing 95.7 per cent. of the Capacity not already owned by Nameco 808.
This announcement has been prepared in accordance with Lloyd’s requirements. Nameco 808 has confirmed to Lloyd’s that this announcement complies with the Capacity Offer Rules. This announcement has not been approved by Lloyd’s.
This announcement is issued by HCC Underwriting Agency Ltd (“HCCUA”) of Walsingham House, 35 Seething Lane, London EC3N 4AH, which is regulated by Lloyd’s and the Financial Services Authority.
This announcement relates to an unlimited cash offer for capacity on Syndicate 4040 which is being made by Nameco 808. Nameco 808 has not reserved the right to make the offer an increasing or reducing offer.
HCCUA is the managing agent of Syndicate 4040 and is therefore interested in the Offer.
Any member who is considering whether or not to accept the Offer should read the offer document carefully and the risk factors set out therein. Copies of the offer document (and any revised offer document which may be issued), and of the 2010 syndicate business forecast for the Syndicate, can be obtained from HCCUA at Walsingham House, 35 Seething Lane, London EC3N 4AH.
This announcement does not constitute a solicitation, invitation or offer to persons in any jurisdiction where a solicitation, invitation or offer could be contrary to law.
Date issued: 22 July 2009
Contact Information
Agency contact name: David Feldman
Agency contact no: + 44 (0)20 7680 3008
For auction office use only: D2009003
