Results of Extraordinary General Meeting

RNS Number : 6048C

Hiscox Ltd

18 March 2014

 



Proposed Return of Capital to Shareholders

Hamilton, Bermuda (18 March 2014) - Further to the announcements on 24 and 25 February 2014 Hiscox Ltd ("Hiscox" or the "Company") is pleased to announce the results of the Extraordinary General Meeting ("EGM") held earlier today and the consequential approval of the Return of Capital to Shareholders.

Result of Extraordinary General Meeting

All of the resolutions set out in the Notice of EGM set out in the Circular to Shareholders dated 25 February 2014 (the "Circular") were duly passed on a show of hands at the meeting held at 2.00 p.m. (Guernsey time) earlier today.  Shareholders have accordingly approved the proposed Return of Capital by way of a special distribution to Shareholders of 36 pence per ordinary share and a further amount of 14 pence per ordinary share, instead of the payment of a final dividend for the financial year ended 31 December 2013.

As a result of the passing of the resolutions at the EGM the Company will issue to Shareholders on the register at 4.30 p.m. on 18 March 2014 either one C share of par value 0.01 pence in the capital of the Company ("C Share") or one D share of par value 0.01 in the capital of the Company ("D Share") per Existing Ordinary Share and the 89 for 100 Share Capital Consolidation will be implemented with respect to Shareholders.  Further details of the resolutions are set out in the Circular.

In accordance with Listing Rule 9.6.2R copies of all resolutions passed at the EGM have been submitted to the National Storage Mechanism and will shortly be available to view at www.hemscott.com/nsm.do.

Details of the proxy votes lodged in favour of the Chairman are set out below:

Resolution	For	%	Against	%	Withheld
1. To approve the Return of Capital as described in the Circular including the approval of the Option Agreement	261,161,880	99.99	1,184	0.01	1,656,933
2. To authorise the Directors to allot Ordinary Shares	253,804,017	96.77	8,468,450	3.23	549,530
3. To disapply pre-emption rights	262,271,432	99.99	412	0.01	550,153
4. To authorise the Company to make market purchases of Ordinary Shares	262,271,626	99.99	218	0.01	550,153

Results of Return of Capital

Further details as to the results of the Return of Capital including the number of C Shares and D Shares issued to Shareholders as a result of the passing of the resolutions at the EGM and the elections from Shareholders received by the Election Deadline of 1.00 p.m. on 18 March 2014 will be announced by the Company as soon as possible.

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 [phone]

Kylie O'Connor, Head of Group Communications, London [phone]

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.

 

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