Transaction in Own Shares During Close Period
LANCASHIRE HOLDINGS LIMITED
(the "Company")
3 October 2014
London, UK
Transaction in own shares during close period
On 1 May 2014 it was announced that the Company's shareholders had, at the
Annual General Meeting held on 30 April 2014 (the "AGM"), granted authority to
the Company to make one or more purchases of its issued Common Shares
("Shares') up to a maximum number of 18,544,580 Shares (representing
approximately 10% of the issued share capital of the Company as at the date of
the notice of the AGM). Since the AGM, the Company has repurchased 849,831 of
its Shares under a repurchase programme approved by its board of directors and
pursuant to an arrangement with Numis Securities Limited ("Numis") to
repurchase Shares on its behalf within certain parameters. The Shares purchased
are currently held as Treasury shares, which the Company expects to use in the
future towards satisfying its obligations under both its Restricted Share
Scheme ("RSS") awards and the Company's warrants.
Today, the Company announces that, as the Company will shortly be entering a
close period, in connection with the above share buy-back programme the Company
has entered into an irrevocable arrangement with Numis to repurchase on its
behalf and within certain pre-set parameters, Shares from 6 October 2014 until
the earlier of the completion of the repurchase programme or the Company's
announcement of its results for the third quarter ending on 30 September 2014
which is scheduled for release on 5 November 2014.
Numis has been granted the authority to repurchase shares up to an aggregate
value, including Shares already repurchased and costs, of $25 million.
This arrangement is in accordance with Listing Rules 12.2.1R and 12.4.4R of the
Listing Rules and the Company's general authority to repurchase shares.
The Company confirms that it currently has no unpublished price sensitive
information.
For further information, please contact:
Lancashire Holdings Limited
Christopher Head +44 20 7264 4145
chris.head@lancashiregroup.com
Jonny Creagh-Coen +44 20 7264 4066
jcc@lancashiregroup.com
Numis Securities Limited +44 20 7260 1000
Charles Farquhar
Haggie Partners +44 20 7562 4444
Peter Rigby (Peter Rigby mobile +44 7803851426)
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, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for
Lancashire Holdings Limited and no one else in relation to the repurchase
programme, will not regard any other person as a client in relation to the
repurchase programme and will not be responsible to anyone other than
Lancashire Holdings Limited for providing the protections afforded to
Lancashire Holdings Limited nor for providing advice in relation to the
repurchase programme and/or any other matter referred to in this announcement.
This announcement is not an offer in or into the United States.
About Lancashire
Lancashire, through its UK and Bermuda-based operating subsidiaries, is a
global provider of specialty insurance and reinsurance products. The Group
companies carry the following ratings:
Financial Financial Long Term
Strength Strength Issuer
Rating (1) Outlook(1) Rating (2)
A.M. Best A (Excellent) Stable bbb
Standard & Poor's A- Stable BBB
Moody's A3 Stable Baa2
(1)Financial Strength Rating and Financial Strength Outlook apply to Lancashire
Insurance Company Limited and Lancashire Insurance Company (UK) Limited.
(2) Long Term Issuer Rating applies to Lancashire Holdings Limited.
Cathedral benefits from Lloyd's ratings: A.M. Best: A (Excellent); Standard &
Poor's: A+ (Strong); and Fitch: AA- (Very Strong).
Lancashire has capital in excess of $1.5 billion and its common shares trade on
the premium segment of the Main Market of the London Stock Exchange under the
ticker symbol LRE. Lancashire has its corporate headquarters and mailing
address at 29th Floor, 20 Fenchurch Street, London EC3M 3BY, United Kingdom and
its registered office at Power House, 7 Par-la-Ville Road, Hamilton HM 11,
Bermuda.
For more information on Lancashire and Lancashire's subsidiary and Lloyd's
segment, Cathedral Capital Limited ("Cathedral"), visit the Company's website
at www.lancashiregroup.com
Lancashire Insurance Company Limited is regulated by the Bermuda Monetary
Authority in Bermuda.
Lancashire Insurance Company (UK) Limited is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK.
Kinesis Capital Management Limited is regulated by the Bermuda Monetary
Authority in Bermuda.
Cathedral Underwriting Limited is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK.
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
CERTAIN STATEMENTS AND INDICATIVE PROJECTIONS (WHICH MAY INCLUDE MODELED LOSS
SCENARIOS) MADE IN THIS RELEASE OR OTHERWISE 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 SUCH STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL
FACTS INCLUDING, WITHOUT LIMITATION, THE GROUP'S FINANCIAL POSITION, RESULTS OF
OPERATIONS, PROSPECTS, GROWTH, CAPITAL MANAGEMENT PLANS AND EFFICIENCIES,
ABILITY TO CREATE VALUE, DIVIDEND POLICY, OPERATIONAL FLEXIBILITY, COMPOSITION
OF MANAGEMENT, 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 MAY 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 GROUP'S ABILITY TO INTEGRATE
ITS BUSINESSES AND PERSONNEL; THE SUCCESSFUL RETENTION AND MOTIVATION OF THE
GROUP'S KEY MANAGEMENT; THE INCREASED REGULATORY BURDEN FACING THE GROUP, THE
NUMBER AND TYPE OF INSURANCE AND REINSURANCE CONTRACTS THAT THE GROUP WRITES OR
MAY WRITE; THE PREMIUM RATES WHICH MAY BE AVAILABLE AT THE TIME OF SUCH
RENEWALS WITHIN ITS TARGETED BUSINESS LINES; THE POSSIBLE LOW FREQUENCY OF
LARGE EVENTS; POTENTIALLY UNUSUAL LOSS FREQUENCY; THE IMPACT THAT THE GROUP'S
FUTURE OPERATING RESULTS, CAPITAL POSITION AND RATING AGENCY AND OTHER
CONSIDERATIONS MAY HAVE ON THE EXECUTION OF ANY CAPITAL MANAGEMENT INITIATIVES
OR DIVIDENDS; THE POSSIBILITY OF GREATER FREQUENCY OR SEVERITY OF CLAIMS AND
LOSS ACTIVITY THAN THE GROUP'S UNDERWRITING, RESERVING OR INVESTMENT PRACTICES
HAVE ANTICIPATED; THE RELIABILITY OF, AND CHANGES IN ASSUMPTIONS TO,
CATASTROPHE PRICING, ACCUMULATION AND ESTIMATED LOSS MODELS; THE EFFECTIVENESS
OF ITS LOSS LIMITATION METHODS; THE POTENTIAL LOSS OF KEY PERSONNEL; A DECLINE
IN THE GROUP'S OPERATING SUBSIDIARIES' RATING WITH A.M. BEST, STANDARD &
POOR'S, MOODY'S OR OTHER RATING AGENCIES; INCREASED COMPETITION ON THE BASIS OF
PRICING, CAPACITY, COVERAGE TERMS OR OTHER FACTORS; CYCLICAL DOWNTURNS OF THE
INDUSTRY; THE IMPACT OF A DETERIORATING CREDIT ENVIRONMENT FOR ISSUERS OF FIXED
INCOME INVESTMENTS; THE IMPACT OF SWINGS IN MARKET INTEREST RATES AND
SECURITIES PRICES; A RATING DOWNGRADE OF, OR A MARKET DECLINE IN, SECURITIES IN
ITS INVESTMENT PORTFOLIO; CHANGES IN GOVERNMENTAL REGULATIONS OR TAX LAWS IN
JURISDICTIONS WHERE THE GROUP CONDUCTS BUSINESS; ANY OF LANCASHIRE'S BERMUDIAN
SUBSIDIARIES BECOMING SUBJECT TO INCOME TAXES IN THE UNITED STATES OR THE
UNITED KINGDOM; THE INAPPLICABILITY TO THE GROUP OF SUITABLE EXCLUSIONS FROM
THE NEW UK CFC REGIME; AND ANY CHANGE IN THE UK GOVERNMENT OR UK GOVERNMENT
POLICY WHICH IMPACTS THE NEW CFC REGIME .
ALL FORWARD-LOOKING STATEMENTS IN THIS RELEASE SPEAK ONLY AS AT THE DATE OF
PUBLICATION. LANCASHIRE 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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