REG-Lancashire Hld Ltd: Pricing Announcement of a Supplemental Offering

Lancashire HoldingsAnnouncement

30/03/2021 07:05

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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

30 March 2021

Hamilton, Bermuda

Lancashire Holdings Limited announces pricing of a supplemental offering of
fixed-rate reset junior subordinated notes

Lancashire Holdings Limited (the “Company” or “Lancashire”) today
announces that it has priced a supplemental offering (the “Offering”) of
U.S.$50 million in aggregate principal amount of 5.625% fixed-rate reset
junior subordinated notes due 2041 (the “Additional Notes”) which are to
form part of the same series of the Company’s currently outstanding U.S.$400
million fixed-rate reset junior subordinated notes due 2041 (the “Existing
Notes”), as announced by the Company on 8 and 12 March 2021.

The Company expects to use the majority of the net proceeds of the issue of
the Additional Notes (together with the net proceeds of the issue of the
Existing Notes) to redeem its outstanding senior and subordinated
indebtedness, with the balance being used for general corporate purposes. The
Additional Notes will receive “Tier 2 Ancillary Capital” treatment by the
Bermuda Monetary Authority.

The Offering has been 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 Additional Notes will 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 Additional Notes to be admitted to trading on
the International Securities Market of the London Stock Exchange and will be
fully fungible with the Existing Notes upon admission. 

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

Morgan Stanley (Sole Bookrunner)                 +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.

Including the Existing Notes of U.S.$400 million, Lancashire has capital of
approximately U.S.$2.3 billion (31 December 2020 - U.S.$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 07:00 BST on 30 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 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
Additional 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 Additional Notes, in the relevant jurisdiction (the
“Excluded Jurisdictions”).

There will be no public offer of the Additional Notes in the United States.
Any Additional 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 Additional 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 Additional 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.



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