Share Capital Consolidation and Issue of B Shares
Hiscox Ltd
(the 'Company')
Listing of New Ordinary Shares
Share Capital Consolidation and Issue of B Shares
Hamilton, Bermuda (2 April 2013) - Further to the announcement on 26 February 2013 the Company is pleased to announce the results of the elections in respect of the B shares Alternatives and that as part of the approval of the Return of Capital by Shareholders at the Extraordinary General Meeting held on 28 March 2013 (the "EGM") the Share Capital Consolidation has taken effect from 8.00 am today and as a result Shareholders will receive 89 New Ordinary Shares for every 100 Existing Ordinary Shares that they held at 4.30 pm on 28 March 2013.
The New Ordinary Shares issued pursuant to the Share Capital Consolidation were admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities in place of the Existing Ordinary Shares at 8.00 am today and therefore Admission became effective and dealings in the New Ordinary Shares commenced at that time. In addition a total of 395,188,526 B Shares were issued at 8.00 am today to Shareholders in connection with the Return of Capital.
Results of B Share Alternative
The Return of Capital provided Shareholders with three alternatives in relation to their B Shares. The result of the elections received by the Election Deadline of 1.00 pm on 27 March 2013 is as follows:
· In respect of the Capital Alternative for B Shares to be redeemable on the First B Share Redemption Date, a total of 80,519,562 B Shares (representing 20.37 % of the total number of B Shares issued) elected to have their B Shares redeemed on 4 April 2013
· In respect of the Capital Alternative for B Shares to be redeemable on the Final B Share Redemption Date, a total of 32,085,063 B Shares (representing 8.12 % of the total number of B Shares issued) elected to have their B Shares redeemed on 12 April 2013
· In respect of the Dividend Alternative for B Shares to receive the B Share Dividend, a total of 282,583,901 B Shares (representing 71.51 % of the total number of B Shares issued) were deemed to have elected to receive the B Share Dividend which is payable on 12 April 2013
On payment of the B Share Dividend all B Shares in respect of which such dividend was deemed to have been elected will be automatically converted into Deferred Shares. All B Shares in respect of which the Capital Alternative was made will be redeemed and then cancelled
Voting Rights and Capital Structure
In accordance with Disclosure and Transparency Rule 5.6.1 the Company now gives notice that following the Share Capital Consolidation described above and as set out in the Circular to Shareholders dated 26 February 2013 (the "Circular") and approved at the EGM the share capital of the Company now consists of:
- 369,234,958 Ordinary Shares of 5 55/89 pence each entitled to one vote per share
- 395,188,526 B Shares of 50 pence each with no voting rights
The Company holds 17,517,170 Ordinary Shares in Treasury.
As a result the total number of voting rights in the Company as at 2 April 2013 is 351,717,788. This 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.
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:
Jeremy Pinchin, Company Secretary Hiscox Ltd +1 441 278 8300
Kylie O'Connor, Head of Group Communications, London +44 (0)20 7448 6656
This information is provided by RNS
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