REG-Lancashire Hld Ltd: Launch of offering of junior subordinated notes

Lancashire HoldingsAnnouncement

08/03/2021 09:30

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI: 5493002UNUYXLHOWF752

For immediate release

LANCASHIRE HOLDINGS LIMITED

8 March 2021

Hamilton, Bermuda

Lancashire Holdings Limited announces launch of offering of fixed-rate reset
junior subordinated notes

Lancashire Holdings Limited (the “Company” or “Lancashire”) today
announces that it has launched an offering of up to U.S.$450 million in
aggregate principal amount of fixed-rate reset junior subordinated notes due
2041 (the “Notes”) (the “Offering”).

The Company would expect to use the majority of the net proceeds of the
Offering to redeem its outstanding senior and subordinated indebtedness, with
the balance being used for general corporate purposes. The Company is
expecting the Notes to receive “Tier 2 Ancillary Capital” treatment by the
Bermuda Monetary Authority.

The Offering is expected to be conducted as a private offering to qualified
institutional investors in various jurisdictions and outside of the U.S. in
accordance with Regulation S under the U.S. Securities Act of 1933, as
amended, (the “Securities Act”). The Notes are expected be sold and
registered in minimum denominations of U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof. Application will be made for the Notes to be
admitted to trading on the International Securities Market of the London Stock
Exchange. 

For further information, please contact:

Lancashire Holdings Limited

Christopher
Head                                             
+44 20 7264 4145

Group Company
Secretary                                
chris.head@lancashiregroup.com

Jelena
Bjelanovic                                             
+44 20 7264 4066

Group Head of Investor Relations                     
jelena.bjelanovic@lancashiregroup.com

HSBC (Sole Structuring Advisor                    
+1-866-811-8049

and Joint Lead Manager)

Jonathan
Gray                                                  
jonathan.e.gray@us.hsbc.com

Edward
Schweitzer                                          
edward.g.schweitzer@us.hsbc.com

Kevin
Sinetar                                                   
kevin.sinetar@us.hsbc.com

Rafael
Ayala                                                    
rafael.x.ayala@us.hsbc.com                 
           

Shawn
Daly                                                     
shawn.p.daly@us.hsbc.com

Morgan Stanley (Joint Lead Manager)            +44 20 7425 8000

Howard
Brocklehurst                                       

Ben
Grindley                                                   

Ben Williams   
                                               

FTI Consulting (Public Relations)                   +44 20
3727 1046

Edward
Berry                                                  
Edward.Berry@FTIConsulting.com

Tom
Blackwell                                                 
Tom.Blackwell@FTIConsulting.com

This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the “Important Notices”
section of this announcement.

About Lancashire

Lancashire, through its U.K. and Bermuda-based operating subsidiaries, is a
provider of global specialty insurance and reinsurance products.

Lancashire has capital of approximately $1.9 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 head office and registered office at Power House, 7
Par-la-Ville Road, Hamilton HM 11, Bermuda.

The Bermuda Monetary Authority is the Group Supervisor of the Lancashire
Group.

For more information, please visit Lancashire’s website at
www.lancashiregroup.com.

This release contains information, which may be of a price sensitive nature,
that Lancashire is making public in a manner consistent with the Market Abuse
Regulation (EU) No 596/2014 (“EU MAR”) in the European Economic Area,  EU
MAR as it forms part of the domestic law of the U.K. by virtue of the European
Union (Withdrawal) Act 2018 (as amended, including by the European Union
(Withdrawal Agreement) Act 2020) (the “EUWA”)  and other regulatory
obligations.

The information was submitted for publication, through the agency of the
contact persons set out above, at 9:10 GMT on 8 March 2021.

IMPORTANT NOTICES

This announcement has been issued by, and is the sole responsibility of, the
Company. The Offering is being made by means of an offering memorandum to
qualified institutional investors who are not resident in any of the Excluded
Jurisdictions (as defined below). A copy of the preliminary offering
memorandum is available for information purposes only to persons outside of
Excluded Jurisdictions at the Company’s website at www.lancashiregroup.com.

This announcement is for information purposes only and does not constitute or
form a part of any offer or solicitation to purchase or subscribe for the
Notes in the United States, Australia, the Republic of South Africa or Japan
or in any other jurisdiction in which such offers or sales are unlawful, or
constitute a violation of the relevant laws of, or require registration of
such Notes, in the relevant jurisdiction (the “Excluded Jurisdictions”).

There will be no public offer of the Notes in the United States. Any Notes
issued in connection with the Offering have not been and will not be
registered under the Securities Act or under any applicable securities laws of
any state, county or other jurisdiction of the United States and may not be
offered or sold directly or indirectly in, into or within the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any state, county or any other jurisdiction of the United
States.

Any Notes issued in connection with the Offering have not been and will not be
registered under any applicable securities laws of any state, province,
territory, county or other jurisdiction of any Excluded Jurisdiction.
Accordingly, unless an exemption under relevant securities laws is applicable,
any such securities may not be offered, sold, resold, taken up, exercised,
renounced, transferred, delivered or distributed, directly or indirectly, in
or into any of the Excluded Jurisdictions. 

This announcement is only addressed to and directed at and may only be
communicated to (i) any investor that is outside the U.K.; (ii) persons having
professional experience in matters relating to investments who fall within the
definition of “investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”); (iii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2) of the Order; or (iv) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
“Relevant Persons”). Any investment or investment activity to which this
announcement relates is only available to, and will be engaged in only with,
Relevant Persons.

This announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer (i) within the meaning of Regulation (EU) 2017/1129 (as amended
the “Prospectus Regulation”) in the European Economic Area or (ii) within
the meaning of the Prospectus Regulation as it forms part of the domestic law
of the U.K. by virtue of the EUWA.

Manufacturer target market (U.K. MiFIR product governance) is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook,
and professional clients only (all distribution channels), as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA (“U.K. MiFIR”). No PRIIPs key information document (KID) has been
prepared as the Notes will not be available to retail investors in the
European Economic Area or the U.K.

Certain statements contained in this announcement constitute
“forward-looking statements” with respect to the financial condition,
issuance of debt, redemptions of existing indebtedness, performance, strategic
initiatives, objectives, results of operations and business of the Company and
its subsidiary undertakings (the “Group”). All statements other than
statements of historical facts included in this announcement are, or may be
deemed to be, forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words “believes”,
“anticipates”, “aims”, “plans”, “projects”, “forecasts”,
“guidance”, “intends”, “expects”, “estimates”, “predicts”,
“may”, “can”, “likely”, “will”, “seeks”, “should”, or,
in each case, their negative or comparable terminology and similar statements
are of a future or forward-looking nature. 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. For a description of
some of these factors, see the Company’s annual report and accounts for the
year ended 31 December 2020 (the “Annual Report and Accounts”). In
addition to those factors contained in the Annual Report and Accounts, any
forward-looking statements contained in this announcement may be affected by
the impact of the ongoing COVID-19 pandemic on the Group’s clients, the debt
capital markets, the securities in the Group’s investment portfolio and on
global financial markets generally, as well as any governmental or regulatory
changes or judicial interpretations, including policy coverage issues arising
therefrom. For the avoidance of doubt, nothing in this announcement
constitutes a notice of redemption of any existing indebtedness.



Copyright (c) 2021 PR Newswire Association,LLC. All Rights Reserved