Intention to conduct intraday share repurchase
Lancashire Holdings Limited
("Lancashire" or the "Company")
11 May 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR IN OR INTO ANY JURISDICTION WHERE SUCH ACTION
WOULD BREACH ANY APPLICABLE LAW
Intention to conduct intraday share repurchase
On 5 May 2010 it was announced that the Company's shareholders had approved at
the Annual General Meeting held on 4 May 2010 (the "AGM"), a renewal of the
Repurchase Program, authorising Lancashire to make one or more purchases of its
issued Common Shares ("Shares") up to a maximum number of 18,250,306 Shares
(representing approximately 10% of issued Share capital of the Company as at
the date of the notice of the AGM).
Further to the aforementioned announcement, Lancashire today announces that it
intends to purchase a total aggregate consideration of US$20,000,000 of its
Shares by way of an on market intraday buyback which is being conducted by
Numis Securities Limited on behalf of the Company and is being made to its
current institutional shareholders through an accelerated bookbuilding process.
Shares purchased may be held as treasury shares or cancelled.
The maximum price (exclusive of expenses payable by the Company) which may be
paid for a Share shall be the higher of: (i) 5% above the average of the
closing middle market quotations for a Share taken from the London Stock
Exchange Daily Official List for the 5 business days immediately preceding the
day on which the Share is contracted to be purchased; and (ii) the higher of
the price of the last independent trade and the highest current independent bid
for the Shares on the London Stock Exchange at the time of purchase as
stipulated by Article 5(1) of the Commission Regulation (EC) No.2273/2003 of 22
December 2003 implementing the Market Abuse Directive (Directive 2003/6/EC of
the European Parliament and of the Council) as regards exemptions for buy-back
programmes and stabilisation of financial instruments.
Given the low level of liquidity of the Shares on the London Stock Exchange,
the Company's brokers have informed the Financial Services Authority and the
Company hereby announces that it will purchase more than the threshold of 25%
of the average daily volume traded of the Shares over the 20 trading days
preceding the date of purchase ("Volume"), and which is likely to result in
purchases over 50% of the Volume.
A further announcement will be released by no later than 7.30am tomorrow
announcing the results of the intra-day buy-back.
For further information, please contact:
Lancashire Holdings +44 (0)20 7264 4066
Jonny Creagh-Coen
Greg Lunn
Numis Securities: +44 (0)20 7260 1000
Charlie Farquhar
Ben Stoop
This announcement does not constitute an invitation or offer to buy any
securities of the Company. None of the securities referred to in this
announcement shall be sold, issued, exchanged or transferred in any
jurisdiction in contravention of applicable laws.
Numis Securities Limited is acting on behalf of the Company and no one else in
connection with the intra-day buy-back and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients or
for providing the advice in relation to the buy-back or the contents of this
announcement.
This announcement is not an offer in or into the United States.
About Lancashire
Lancashire, through its UK and Bermuda-based insurance subsidiaries, is a
global provider of specialty insurance products. Its insurance subsidiaries
carry the Lancashire group rating of A minus (Excellent) from A.M. Best with a
stable outlook. Lancashire has capital in excess of US$1 billion and its Common
Shares trade on the main market of the London Stock Exchange under the ticker
symbol LRE. Lancashire is headquartered at Power House, 7 Par-la-Ville Road,
Hamilton HM 11, Bermuda. The mailing address is Lancashire Holdings Limited,
P.O. Box HM 2358, Hamilton HM HX, Bermuda. For more information on Lancashire,
visit the Company's website at www.lancashiregroup.com.
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
CERTAIN STATEMENTS AND INDICATIVE PROJECTIONS (WHICH MAY INCLUDE MODELED LOSS
SCENARIOS) MADE THAT ARE NOT BASED ON CURRENT OR HISTORICAL FACTS ARE
FORWARD-LOOKING IN NATURE INCLUDING WITHOUT LIMITATION, STATEMENTS CONTAINING
THE WORDS `BELIEVES', `ANTICIPATES', `PLANS', `PROJECTS', `FORECASTS',
`GUIDANCE', `INTENDS', `EXPECTS', `ESTIMATES', `PREDICTS', `MAY', `CAN',
`WILL', `SEEKS', `SHOULD', OR, IN EACH CASE, THEIR NEGATIVE OR COMPARABLE
TERMINOLOGY. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS
INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE GROUP'S FINANCIAL POSITION,
RESULTS OF OPERATIONS, LIQUIDITY, PROSPECTS, GROWTH, CAPITAL MANAGEMENT PLANS,
BUSINESS STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS
(INCLUDING DEVELOPMENT PLANS AND OBJECTIVES RELATING TO THE GROUP'S INSURANCE
BUSINESS) ARE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS THAT
COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE GROUP TO BE
MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: THE NUMBER AND TYPE OF INSURANCE
AND REINSURANCE CONTRACTS THAT WE WRITE; THE PREMIUM RATES AVAILABLE AT THE
TIME OF SUCH RENEWALS WITHIN OUR TARGETED BUSINESS LINES; THE LOW FREQUENCY OF
LARGE EVENTS; UNUSUAL LOSS FREQUENCY; THE IMPACT THAT OUR FUTURE OPERATING
RESULTS, CAPITAL POSITION AND RATING AGENCY AND OTHER CONSIDERATIONS HAVE ON
THE EXECUTION OF ANY CAPITAL MANAGEMENT INITIATIVES; THE POSSIBILITY OF GREATER
FREQUENCY OR SEVERITY OF CLAIMS AND LOSS ACTIVITY THAN OUR UNDERWRITING,
RESERVING OR INVESTMENT PRACTICES HAVE ANTICIPATED; THE RELIABILITY OF, AND
CHANGES IN ASSUMPTIONS TO, CATASTROPHE PRICING, ACCUMULATION AND ESTIMATED LOSS
MODELS; LOSS OF KEY PERSONNEL; A DECLINE IN OUR OPERATING SUBSIDIARIES' RATING
WITH A.M. BEST COMPANY AND/OR OTHER RATING AGENCIES; INCREASED COMPETITION ON
THE BASIS OF PRICING, CAPACITY, COVERAGE TERMS OR OTHER FACTORS; A CYCLICAL
DOWNTURN OF THE INDUSTRY; THE IMPACT OF A DETERIORATING CREDIT ENVIRONMENT
CREATED BY THE FINANCIAL MARKETS; A RATING DOWNGRADE OF, OR A MARKET DECLINE
IN, SECURITIES IN OUR INVESTMENT PORTFOLIO; CHANGES IN GOVERNMENTAL REGULATIONS
OR TAX LAWS IN JURISDICTIONS WHERE LANCASHIRE CONDUCTS BUSINESS; LANCASHIRE OR
ITS BERMUDIAN SUBSIDIARY BECOMING SUBJECT TO INCOME TAXES IN THE UNITED STATES
OR THE UNITED KINGDOM; AND THE EFFECTIVENESS OF OUR LOSS LIMITATION METHODS.
ANY ESTIMATES RELATING TO LOSS EVENTS INVOLVE THE EXERCISE OF CONSIDERABLE
JUDGEMENT AND REFLECT A COMBINATION OF GROUND-UP EVALUATIONS, INFORMATION
AVAILABLE TO DATE FROM BROKERS AND INSUREDS, MARKET INTELLIGENCE, INITIAL AND/
OR TENTATIVE LOSS REPORTS AND OTHER SOURCES. JUDGEMENTS IN RELATION TO LOSS
ARISING FROM NATURAL CATASTROPHE AND MAN MADE EVENTS INVOLVE COMPLEX FACTORS
POTENTIALLY CONTRIBUTING TO THESE TYPES OF LOSS, AND WE CAUTION AS TO THE
PRELIMINARY NATURE OF THE INFORMATION USED TO PREPARE ANY SUCH ESTIMATES.
THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF PUBLICATION.
LANCASHIRE HOLDINGS LIMITED EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING
(SAVE AS REQUIRED TO COMPLY WITH ANY LEGAL OR REGULATORY OBLIGATIONS (INCLUDING
THE RULES OF THE LONDON STOCK EXCHANGE)) TO DISSEMINATE ANY UPDATES OR
REVISIONS TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN THE
GROUP'S EXPECTATIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.
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