Merger Update

Merger Update

XL Group plc

XL Group plc Announces Cancellation of Commitments under Bridge Facility

XL Group plc (NYSE: XL) (“XL”) and Catlin Group Limited (LSE: CGL) (“Catlin”) announced on 9 January 2015 (the “Announcement”) that they had agreed to the terms of a recommended cash and share acquisition of the entire issued and to be issued share capital of Catlin by XL (the “Acquisition”).

The Announcement, among other matters, provided that XL anticipated to fund the Acquisition through cash on hand and the issuance of subordinated notes. The Announcement also stated that XL was able to rely on £1.6 billion of debt to be provided under a bridge facility entered into by XLIT Ltd., a wholly-owned subsidiary of XL, on January 9, 2015 and arranged by Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA (the “Bridge Facility”) for the purposes of discharging the cash component of the Acquisition consideration.

On 30 March 2015, XL, through XLIT Ltd., completed the sale of $500 million aggregate principal amount of its 4.450% subordinated notes due 2025 and $500 million aggregate principal amount of its 5.500% subordinated notes due 2045. XL received net proceeds from the issuance of the Subordinated Notes of approximately $980.6 million (the “Net Subordinated Note Proceeds”), after deducting underwriting discounts and estimated offering expenses.

XL has deposited a sufficient amount of cash and cash equivalents, comprised of the Net Subordinated Note Proceeds and cash and cash equivalents from other sources, in escrow to discharge the cash consideration payable to Catlin shareholders in respect of the Acquisition. Accordingly, and pursuant to the terms of the Bridge Facility, XL has cancelled the commitments under the Bridge Facility effective as of April 8, 2015.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (“PSLRA”) provides a “safe harbor” for forward-looking statements. This press release contains forward-looking statements that reflect XL’s current views with respect to future events and financial performance. Such statements include forward-looking statements both with respect to XL in general, and to the insurance and reinsurance sectors in particular (both as to underwriting and investment matters). Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “may,” “could” or “would” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the PSLRA or otherwise.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements. XL believes that these factors include, but are not limited to, the following: (a) changes in the size of XL’s claims relating to natural or man-made catastrophe losses due to the preliminary nature of some reports and estimates of loss and damage to date; (b) trends in rates for property and casualty insurance and reinsurance; (c) the timely and full recoverability of reinsurance placed by XL or Catlin, if the Acquisition is completed, with third parties, or other amounts due to XL or Catlin; (d) changes in the projected amount of ceded reinsurance recoverables and the credit ratings and creditworthiness of reinsurers; (e) actual loss experience from insured or reinsured events and the timing of claims payments being faster or the receipt of reinsurance recoverables being slower than XL anticipated; and (f) the other factors set forth in Item 1A, “Risk Factors,” of XL Group plc’s Annual Report on Form 10-K for the year ended December 31, 2014 and XL’s other documents on file with the Securities and Exchange Commission.

Additionally, the Acquisition is subject to risks and uncertainties, including: (a) XL and Catlin may be unable to complete the Acquisition because, among other reasons, conditions to the completion of the Acquisition may not be satisfied or waived, including the failure to obtain required regulatory approvals, or the other party may be entitled to terminate the Acquisition; (b) receipt of regulatory approvals required by the Acquisition may be subject to conditions, limitations and restrictions that could negatively impact the business and operations of the combined company; (c) uncertainty as to the timing of completion of the Acquisition; (d) the ability to obtain approval of the Acquisition by Catlin shareholders; (e) uncertainty as to the actual premium (if any) that will be realized by Catlin shareholders in connection with the Acquisition; (f) inability to retain key personnel of XL or Catlin during the pendency of the Acquisition or after completion of the Acquisition; (g) failure to realize the potential synergies from the Acquisition, including as a result of the failure, difficulty or delay in integrating Catlin’s businesses into XL; and (h) the ability of Catlin’s board of directors to withdraw its recommendation of the Acquisition.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein or elsewhere. XL undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by the federal securities laws.

CONTACT: XL Group plc

David Radulski
Investor Relations
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Carol Parker Trott
Media Relations
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