Share Repurchase - Related Party Transaction
Lancashire Holdings Limited
1 April 2010
Hamilton, Bermuda
Share Repurchase; Related Party Transaction; Change in Notifiable Interest
Crestview Repurchase
On 1 April 2010 Lancashire Holdings Limited (the "Company") agreed to purchase
from Crestview Partners, L.P., Crestview Offshore Holdings (Cayman), L.P.,
Crestview Holdings (TE), L.P., Crestview Partners ERISA, L.P. and Crestview
Partners (PF), L.P (collectively, the "Crestview Sellers"), for cancellation an
aggregate of 4,120,879 issued Common Shares of US$0.50 par value per share (the
"Shares") at a price of US$7.28 per share, or 479.7 pence per share. The Shares
have been repurchased in an off market transaction at a discount to the market
price as at the close of business on 31 March 2010 (based on an exchange rate
of £1.0/$1.5175). This purchase was made pursuant to the Company's share
repurchase programmes that were announced on 29 April 2008 and 5 November 2009
(the "Repurchase Programmes").
The participation of the Crestview Sellers in the Company's Repurchase
Programmes is deemed to be a related party transaction for the purposes of
Listing Rule 11 by virtue of the Company's non-executive director, Barry
Volpert, and the Crestview Sellers being "associates" as defined under the
Listing Rules of the Financial Services Authority (the "FSA"). The directors of
the Company consider, having consulted an independent adviser, that the terms
of the share repurchase from the Crestview Sellers are fair and reasonable as
far as the shareholders of the Company are concerned and the Company's
independent adviser has so notified the FSA.
Change in Notifiable Interest
The Company was advised that as a result of the above share repurchase and as
of the date of settlement of the repurchase, the Crestview Sellers' notifiable
ownership interest in the Company has been reduced from approximately 7.57%
down to approximately 5.27% in aggregate of the Company's total issued common
shares.
Share Repurchase Programmes
Any shares purchased under the Repurchase Programmes will count towards the
Company's general buy-back authority to purchase up to a maximum number of
18,250,306 Common Shares, as approved at the Company's SGM.
As at the date of this notice, the Company's share capital in issue with voting
rights consists of 168,874,530 Common Shares. Following the repurchase of the
Crestview Sellers' shares, the Company's share capital in issue with voting
rights will be 164,753,653 Common Shares (excluding Treasury shares/shares
purchased for cancellation). The above figure may be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Disclosure and Transparency Rules.
For further information, please contact:
Lancashire Holdings +44 (0)20 7264 4066
Jonny Creagh-Coen
Greg Lunn
Haggie Financial +44 (0)20 7417 8989
Peter Rigby
Henny Breakwell
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 $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 AND CREDIT CRISIS; 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 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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