REG-XL Group plc Acquisition <Origin Href="QuoteRef">CGL.L</Origin> <Origin Href="QuoteRef">XL.N</Origin> - Part 4
28/01/2015 24:09
- Part 4: For the preceding part double click ID:nBw9jYtt7c
later than 3:00 p.m. (London time) on the first closing date of the Takeover
Offer (or such later time(s) and/or date(s) as the Implementation Agreement may
require or the Code Committee or Code Expert shall determine) in respect of not
less than 90 per cent. (or such lower percentage as XL may decide) of the voting
rights carried by the Catlin Shares to which the Takeover Offer relates,
provided that this condition will not be satisfied unless XL (together with its
wholly owned subsidiaries, if any) shall have acquired or agreed to acquire
(whether pursuant to the Takeover Offer or otherwise), directly or indirectly,
Catlin Shares carrying in aggregate more than 75 per cent. of the voting rights
then normally exercisable at a general meeting of Catlin; and
(ii) the Takeover Offer having become or been declared wholly unconditional
within 21 days after the later of the first closing date or the date the
Takeover Offer becomes or is declared unconditional as to acceptances (or such
later time(s) and/or date(s) as the Implementation Agreement may require or the
Code Committee or Code Expert shall determine).
For the purposes of the Conditions referred to in (i) and (ii) above:
* Catlin Shares which have been unconditionally allotted shall be deemed to
carry the voting rights they will carry upon issue;
* Catlin Shares that cease to be held in treasury are Catlin Shares to which the
Takeover Offer relates; and
* the expression "Catlin Shares to which the Takeover Offer relates" shall be
construed in accordance with the Bermuda Companies Act.
4.Certain Further Terms of the Acquisition
The Acquisition will lapse if the CMA launches an in-depth Phase 2 investigation
before the Court Meeting and the General Meeting. The Acquisition will lapse if
the European Commission initiates proceedings under Article 6(1)(c) of the
Regulation in respect of the Acquisition (or any matter arising from it) before
the Court Meeting. If either of such events occurs, the Acquisition will not
become effective and none of XL, Catlin or Catlin Shareholders will be bound by
any term of the Acquisition.
The availability of the Acquisition to Catlin Shareholders who are not resident
in the United Kingdom, the United States, the Republic of Ireland and Bermuda
may be affected by the laws of relevant jurisdictions. Therefore any persons who
are subject to the laws of any jurisdiction other than the United Kingdom, the
United States, the Republic of Ireland and Bermuda and any Catlin Shareholders
who are not resident in the United Kingdom, the United States, the Republic of
Ireland and Bermuda will need to inform themselves about, and observe, any
applicable requirements.
In the event that the Acquisition is implemented by way of a Takeover Offer,
Catlin Shares which will be acquired under the Acquisition will be acquired
fully paid and free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights and interests of any
nature and together with all rights now or hereafter attaching or accruing to
them, including voting rights and the right to receive and retain in full all
dividends and other distributions (if any), and any other return of capital
(whether by way of reduction of share capital or share premium account or
otherwise), declared, made or paid on or after the date of this announcement,
except for the 2014 Final Dividend and the ITB Special Dividend.
The New XL Shares will be issued credited as fully paid and will rank pari passu
in all respects with the existing XL Shares, save that they will not participate
in any dividend payable by XL with reference to a record date prior to the
Effective Date.
The Scheme will be governed by Bermuda law and be subject to the jurisdiction of
the Courts of Bermuda and to the Conditions set out in this announcement and in
the Circular. The Acquisition will be subject to Bermuda law and the applicable
rules and regulations of the Financial Conduct Authority, the London Stock
Exchange and the UKLA, the Code (as applied through the Bye-Laws), the PRA and
U.S. federal securities law.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
(i) Unless otherwise stated, financial information concerning Catlin has been
extracted from the Annual Report and Accounts of Catlin for the year ended 31
December 2013.
(ii) Unless otherwise stated, financial information concerning XL has been
extracted from the Annual Report and the Form 10-K of XL for the year ended 31
December 2013.
(iii) The value of the Acquisition is based upon an assumed 390,000,000 Catlin
Shares (net of Treasury Shares) in issue on the Effective Date. The actual
number of Catlin Shares in issue on the Effective Date may vary from the
foregoing.
(iv) Unless otherwise stated, all prices for Catlin Shares and XL Shares are the
Closing Price for the relevant date.
(v) The exchange rate of 1.5084 for the conversion of U.S. dollars into pounds
sterling has been derived from Bloomberg and is based on the exchange rate as at
4:00 p.m. (Eastern time) on 8 January 2015 (being the latest practicable date
prior to the date of this announcement).
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Directors` Irrevocable Undertakings*
XL has received irrevocable undertakings to vote or procure votes in favour of
the resolutions to approve the Acquisition, which are to be proposed at the
Court Meeting and the General Meeting (or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure acceptance of such
offer) from the Catlin Directors in respect of 7,894,061 Catlin Shares, in
aggregate, representing approximately 2.18 per cent. per cent. of Catlin`s
issued share capital on 8 January 2015 (being the latest practicable date prior
to the date of this announcement). These undertakings require each member of the
Catlin Board to vote or procure that the registered holder votes in favour of
the resolutions to approve the Acquisition which are to be proposed at the Court
Meeting and at the General Meeting (or, in the event the Acquisition is
implemented by means of the Takeover Offer, to accept, the Takeover Offer).
Name of Catlin Director Number of Catlin Shares % of Catlin issued share capital
John Barton 50,000 0.014
Stephen Catlin 6,821,333 1.881
Robert Gowdy 29,350 0.008
Fiona Luck 5,000 0.001
Benjamin Meuli 988,378 0.273
TOTAL 7,894,061 2.177
These irrevocable undertakings will lapse in the event that the Acquisition
lapses or is otherwise withdrawn in accordance with its terms.
These irrevocable undertakings will continue to be binding in the event that a
higher competing offer is made for Catlin.
Mr. Catlin intends to continue to hold New XL Shares as a long-term investment
following the Acquisition, reflecting the parties` shared belief in the benefits
of creating a combined company.
* The undertakings and the numbers referred to in this table refer only to those
shares which the relevant director is beneficially entitled to and any share
such director is otherwise able to control the exercise of in terms of the
rights attaching to such share, including the ability to procure the transfer of
such share. These undertakings cover any Catlin Shares that may be issued or
allotted to the Catlin Directors in the future pursuant to any award under the
Catlin Share Schemes.
APPENDIX IV
QUANTIFIED FINANCIAL BENEFITS STATEMENTS
PART A
Statements made
Paragraph 4 of this announcement (Financial Benefits of the Acquisition)
contains the Quantified Financial Benefits Statement.
A copy of the Quantified Financial Benefits Statement is set out below:
XL, having reviewed and analysed the potential benefits of the Acquisition,
based on its experience of operating in the insurance sector, and taking into
account the factors it can influence, believe that the Enlarged XL Group will be
able to achieve cost synergies of at least $200 million on a recurring basis. It
is expected that the full recurring synergies will be achieved by the end of
2017.
The principal sources of potential quantified synergies are as follows:
* approximately 50 per cent. of the identified synergies are to be generated
from consolidation of infrastructure related to technology, real estate and
operational overlap; and
* approximately 50 per cent. of the identified synergies are to be generated
from the consolidation of business and central support functions.
In addition to these potential quantified synergies, XL believes that
significant further value can be created through realisation of incremental
capital, financial and business benefits, including:
* enhanced scale, creating enhanced relevance to brokers;
* greater ability to deliver solutions to clients globally in specialty lines
and in property catastrophe reinsurance; and
* enhanced opportunities to gain efficiencies from greater size, particularly to
meet increasing costs and requirements from regulators.
The integration of the businesses will require combining the Catlin businesses
and group functions into XL, with selection of the optimal platforms and
operating model.
It is envisaged that the realisation of the potential quantified synergies will
result in one-off integration costs of approximately $250 million (in
aggregate), which are all anticipated to be incurred by the end of 2017.
As has been the case in prior transactions which combined insurance or
reinsurance companies, XL expects to face some challenges in retaining the total
amount of combined premiums written. Given the inherent uncertainty of the
factors which may influence this, XL is unable to provide an estimate of the
possibly material impact the combination could have in this regard. XL intends
to take steps to minimise any such effects.
The identified synergies will accrue as a direct result of the Acquisition and
would not be achieved on a standalone basis.
Bases of belief
Following the Possible Offer Announcement on 17 December 2014 regarding the
Acquisition, initial discussions were held between senior finance and strategy
personnel from XL and Catlin for the purposes of allowing XL to quantify an
initial estimate of potential synergies and any associated costs. The senior
finance and strategy personnel then assisted XL in establishing a framework to
refine these estimates through diligence discussions regarding each major
function. The team then engaged with the relevant functional heads and other
personnel to receive input into the development process so XL could assess the
nature and quantum of the identified synergy initiatives. In preparing the
Quantified Financial Benefits Statement, both XL and Catlin have shared certain
operating and financial information to facilitate a detailed analysis by XL in
support of XL`s evaluation of the potential synergies available from the
Acquisition. In circumstances where data has been limited for commercial or
other reasons, estimates and assumptions have been made to aid the development
of individual synergy initiatives.
PART B
Report from Ernst & Young
XL Group plc 9 January 2015
8 St Stephen`s Green
Dublin 2, Ireland
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London
E14 4QA
Goldman Sachs International
Peterborough Court
133 Fleet Street
London
EC4A 2BB
Dear Sirs
We refer to the statement regarding quantified financial benefits ("the
Statement") made by XL Group plc ("the Company"). The Statement, including the
relevant bases of belief (including sources of information) is set out in
Paragraph 4 (Financial Benefits of the Acquisition) and Appendix IV, Part A, of
the Announcement (the "Announcement") to be issued by the Company dated 9
January 2015. Notwithstanding that the City Code on Takeovers and Mergers (the
"City Code") does not apply in respect of the proposed transaction contemplated
in the Announcement, the Company has requested that we prepare this report in
accordance with Rule 28.1(a) of the City Code and this report is given as if it
were to comply with that rule and for no other purpose.
Responsibility
Pursuant to the Implementation Agreement entered into between XL Group plc,
Green Holdings Limited and Catlin Group Limited whereby they have agreed to
observe and comply with the provisions of the Code, as if Catlin were subject to
the City Code, it is the responsibility of the Company to prepare the Statement
as would be required in accordance with the requirements of the City Code.
It is our responsibility to form an opinion as would be required by the City
Code as to whether the Statement has been properly compiled on the basis stated.
It is the responsibility of Morgan Stanley & Co. International plc and Goldman
Sachs International to form an opinion as would be required by the City Code as
to whether the Statement has been prepared with due care and consideration.
Save for any responsibility that we may have to those persons to whom this
report is expressly addressed, to the fullest extent permitted by law we do not
assume any responsibility and will not accept any liability to any other person
for any loss suffered by any such other person as a result of, arising out of,
or in connection with, this report.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting 1000
(Investment Reporting Standards applicable to all engagements in connection with
an investment circular) issued by the Auditing Practices Board in the United
Kingdom. We have discussed the Statement together with the relevant bases of
belief (including sources of information) with those officers and employees of
the Company who prepared the Statement on behalf of the Company and with Morgan
Stanley & Co. International plc and Goldman Sachs International.
We have also considered the letter dated 9 January 2015 from Morgan Stanley &
Co. International plc and Goldman Sachs International to the Company on the same
matter. Our work did not involve any independent examination of any of the
financial or other information underlying the Statement.
We do not express any opinion as to the achievability of the cost savings
identified by the Company.
Our work has not been carried out in accordance with auditing or other standards
and practices generally accepted in other jurisdictions and accordingly should
not be relied upon as if it had been carried out in accordance with those
standards and practices.
Opinion
In our opinion, the Statement has been properly compiled on the basis stated.
Yours faithfully
Ernst & Young LLP
PART C
Report from Morgan Stanley & Co. International plc and Goldman Sachs
International
XL Group plc
8 St Stephen`s Green
Dublin 2, Ireland
9 January 2015
Dear Sirs,
Recommended acquisition of Catlin by XL
We refer to the Quantified Financial Benefits Statement, the bases of belief
thereof and the notes thereto (together, the "Statement") as set out in Part A
of Appendix IV of this announcement, for which XL Group plc (the "Company") is
solely responsible.
We have discussed the Statement (including the assumptions and sources of
information referred to therein) with those officers and employees of the
Company who developed the underlying plans. The Statement is subject to
uncertainty as described in this announcement and our work did not involve an
independent examination of any of the financial or other information underlying
the Statement.
We have relied upon the accuracy and completeness of all the financial and other
information provided to us by or on behalf of the Company, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this letter.
We do not express any view as to the achievability of the quantified financial
benefits identified by the Company.
We have also reviewed the work carried out by Ernst & Young LLP and have
discussed with them the opinion set out in Part B of Appendix IV of this
announcement addressed to yourselves and ourselves on this matter.
This letter is provided to you solely in connection with the Company`s potential
acquisition of Catlin and for no other purpose. We accept no responsibility to
any person other than the Company in respect of the contents of this letter; no
person other than the Company can rely on the contents of this letter, and to
the fullest extent permitted by law, we exclude all liability (whether in
contract, tort or otherwise) to any other person, in respect of this letter, its
contents or the work undertaken in connection with this letter or any of the
results that can be derived from this letter or any written or oral information
provided in connection with this letter, and any such liability is expressly
disclaimed except to the extent that such liability cannot be excluded by law.
On the basis of the foregoing, we consider that the Statement, for which the
Company is solely responsible, has been prepared with due care and
consideration.
Yours faithfully,
Morgan Stanley & Co. International plc and Goldman Sachs International
APPENDIX V
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"2014 Final Dividend" the final dividend expected to be declared by the Catlin Board in respect of the year ended 31 December 2014, in an amount of 22 pence per Catlin Share
"Acquisition" the acquisition by XL or XL Sub of the entire issued and to be issued share capital of Catlin (other than the Excluded Shares) for the Acquisition Consideration, to be effected in accordance with the Implementation Agreement by means of the Scheme (with
such acquisition being followed immediately by the Merger) or, in the event that XL elects to proceed with such Acquisition by way of a Takeover Offer or a Bermuda Merger in accordance with the terms of the Implementation Agreement, a Takeover Offer or a
Bermuda Merger (as the case may be)), and shall, in any case, where the context so requires include any subsequent revision, variation, extension or renewal thereof that would be permitted under the Code (had the Code applied to Catlin)
"Acquisition Consideration" 388 pence in cash and 0.130 of a New XL Share for each Catlin Share, subject to elections under the Mix and Match Facility, to the treatment of fractional entitlements and certain Overseas Shareholders
"affiliate" means in relation to any person, any other person that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the first person, where "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management policies or investment decisions of a person, whether through the ownership of voting securities, by contract, as trustee, adviser, executor, or otherwise
"Authorisations" for the purposes of the Conditions, means authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals
"Barclays" means Barclays Bank PLC, acting through its investment bank
"Bermuda Companies Act" the Companies Act 1981 of Bermuda (as amended from time to time)
"Bermuda Insurance Act" the Insurance Act 1978 of Bermuda and its related regulations (as amended from time to time)
"Bermuda Merger" should the Acquisition be implemented, in accordance with the Implementation Agreement, by way of a merger (in lieu of the Scheme), the merging of Catlin with and into XL Sub pursuant to Section 104H of the Bermuda Companies Act such that XL Sub is the
surviving company
"Bridge Facility" the bridge loan facility provided to XLIT Ltd, a wholly owned subsidiary of XL, by the Lenders pursuant to the terms of a bridge loan agreement entered into amongst, inter alios, XLIT Ltd, XL and the Lenders on or about the date hereof in connection with
the financing of the Acquisition
"Business Day" a day (other than Saturday, Sunday or a public holiday) on which banks in the City of London and New York City are open for business generally
"Bye-Laws" the bye-laws of Catlin (as amended from time to time)
"Catlin" Catlin Group Limited, incorporated in Bermuda with registered number 26680 and with its registered address at Canon`s Court, 22 Victoria Street, Hamilton HM12, Bermuda
"Catlin ADR" American Depositary Receipts representing interests in Catlin Shares
"Catlin ADR Depositary" the Bank of New York Mellon, a New York banking corporation and any successor thereto or replacement depositary appointed by Catlin from time to time
"Catlin Board" the Board of Directors of Catlin
"Catlin Directors" the directors of Catlin from time to time and "Catlin Director" means any one of them
"Catlin Group" Catlin and its subsidiaries and subsidiary undertakings from time to time
"Catlin Share Schemes" means:
(i) the Catlin Group Limited Performance Share Plan adopted in Catlin`s Annual General Meeting on 9 May 2013 and amended by the Catlin Compensation Committee on 5 August 2014;
(ii) the Catlin Group Limited Performance Share Plan approved by the Catlin Board on 11 March 2004, amended by the Catlin Compensation Committee on 5 December 2007, amended in Catlin`s Annual General Meeting on 14 May 2009 and amended by the Catlin
Compensation Committee on 4 August 2009;
(iii) the Catlin Group Limited 2014 Deferred Bonus Share Plan approved by the Catlin Board on 13 May 2014;
(iv) the Catlin Group Limited Incentive Share Plan approved and adopted by the Catlin Board on 6 February 2014, amended by the Catlin Compensation Committee on 5 August 2014;
(v) the Catlin Group Limited Savings-Related Share Option Scheme approved by the Catlin Shareholders on 14 May 2008, HMRC on 19 May 2008 and amended 7 August 2013 (with addendum for employee of Overseas Territories, Canada and Australia);
(vi) the Catlin Group Limited US Employee Stock Purchase Plan effective May 14, 2008; and
(vii) individual retention or buy-out share awards (in respect of no more than 204,192 Catlin Shares underlying such awards)
"Catlin Shareholders" holders of Catlin Shares
"Catlin Shares" the existing unconditionally allotted or issued common shares of $0.01 each in the capital of Catlin (other than any such shares that may be Treasury Shares while held by Catlin) and any further such shares which are unconditionally allotted or issued
(including pursuant to the exercise of outstanding options granted under the Catlin Share Schemes) at or prior to the time at which the Acquisition is completed (or in the event the Acquisition is implemented by way of a Takeover Offer, such earlier time
and/or date, not being earlier than the date on which the Acquisition becomes unconditional as to acceptances, or, if later, the first closing date of the Acquisition, as XL may decide), including dematerialized depositary interests issued by Capita IRG
Trustees Limited representing such shares
"CBI" the Central Bank of Ireland
"Circular" the circular to be issued by Catlin to Catlin Shareholders setting out the terms and conditions of the Acquisition and the notice of the General Meeting and the Court Meeting
"Clearances" the merger control, competition and other regulatory approvals, consents, clearances, permissions and waivers referred to in the Conditions
"Closing Price" means the closing middle market price of a XL Share or Catlin Share, as applicable, on a particular trading day as derived from the New York Stock Exchange for XL and the Daily Official List for Catlin
"CMA" the U.K. Competition and Markets Authority
"Code" the City Code on Takeovers and Mergers (including the General Principles therein and the Appendices), as from time to time amended and interpreted by the Panel or by the Code Committee or the Code Expert pursuant to the terms of the Implementation
Agreement or as otherwise agreed by XL, XL Sub and Catlin in writing
"Code Committee" the committee established pursuant to the Implementation Agreement, comprised of three representatives appointed by each of XL and Catlin, and which will be responsible for determining how the Code would be interpreted and applied in relation to the
Acquisition had Catlin been subject to the Code
"Code Expert" the independent expert appointed as such pursuant to the Implementation Agreement
"Companies Act" the (United Kingdom) Companies Act of 2006 (including the schedules thereto), as amended
"Conditions" the conditions to the completion of the Acquisition, as set out in Appendix I to this announcement and to be set out in the Circular
"Confidentiality Agreement" the non-disclosure undertaking entered into by the parties on 16 July 2013, which undertaking is amended pursuant to the terms of the Implementation Agreement
"Court" the Supreme Court of Bermuda
"Court Hearing" the hearing at which Catlin seeks the Scheme Court Order
"Court Meeting" the meeting to be convened at the direction of the Court pursuant to Section 99(1) of the Bermuda Companies Act in order for Catlin Shareholders to consider, and if thought fit approve, the Scheme, notice of which is to be set out in the Circular
(including, where the context requires, any adjournment, postponement or reconvention thereof)
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear U.K. & Ireland Limited is the Operator (as defined in the Regulations)
"Daily Official List" the Daily Official List of the London Stock Exchange
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a part to an offer
"Disclosure and Transparency Rules" the disclosure and transparency rules made by the FCA and forming part of the FCA`s handbook on rules and guidance, as amended from time to time
"Effective Date" the date upon which:
(i) the Scheme becomes effective in accordance with its terms;
(ii) if XL elects in accordance with the terms of the Implementation Agreement to implement the Acquisition by way of a Takeover Offer, the date that the Takeover Offer becomes or is declared unconditional in all respects; or
(iii) if XL elects in accordance with the terms of the Implementation Agreement to proceed to implement the Acquisition by way of a Bermuda Merger, the date that such Bermuda Merger becomes effective in accordance with its terms.
"EFTA" the European Free Trade Association
"Enlarged XL Group" the XL Group as enlarged by the Catlin Group following the Acquisition
"Ernst & Young" Ernst & Young LLP
"Evercore" Evercore Partners International LLP
"Excluded Shares" any Catlin Shares legally or beneficially held by XL or any of its subsidiary undertakings, any Treasury Shares and any Catlin Shares legally or beneficially held by any of Catlin`s subsidiary undertakings
"Fairly Disclosed" the information (i) fairly disclosed prior to the date of this announcement by or on behalf of Catlin to XL or XL`s financial, accounting, tax or legal advisers (specifically as XL`s advisers in relation to the Acquisition); (ii) disclosed in Catlin`s
annual and/or half year report and audited accounts for the relevant financial period or periods referred to in the relevant Condition and published prior to the date of this announcement; (iii) disclosed in any public announcement made in accordance with
the U.K. Disclosure Rules and Transparency Rules by Catlin prior to the date of this announcement; or (iv) disclosed in this announcement
"FCA" or "Financial Conduct Authority" the U.K. Financial Conduct Authority or its successor from time to time
"FINMA" the Swiss Financial Market Supervisory Authority
"FSMA" Financial Services and Markets Act 2000 (as amended from time to time)
"General Meeting" the special general meeting of Catlin to be convened in order for Catlin Shareholders to consider, and if thought fit approve, certain matters in connection with the Acquisition, notice of which is to be set out in the Circular (including, where the
context requires, any adjournment, postponement or reconvention thereof)
"Implementation Agreement" the agreement among XL, XL Sub and Catlin dated 9 January 2015, in relation to the implementation of the Acquisition
"Irish 2005 Act" the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland
"Irish Prospectus" the prospectus and any supplementary prospectus to be published, in accordance with the Irish Prospectus Law, by XL in relation to the New XL Shares, together with the documents and information incorporated by reference therein
"Irish Prospectus Law" Part 5 of the Irish 2005 Act, the Irish Prospectus Regulations and the Irish Prospectus Rules
"Irish Prospectus Regulations" the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) of Ireland (as amended from time to time)
"Irish Prospectus Rules" the Prospectus Rules issued by the CBI pursuant to Section 51 of the 2005 Act (as amended from time to time)
"ISIN" International Securities Identification Number
"J.P. Morgan Cazenove" J.P. Morgan Limited (which conducts its UK investment banking activities as "J.P. Morgan Cazenove")
"Lenders" the lenders under the Bridge Facility from time to time
"Listing Rules" the rules and regulations made by the FCA in its capacity as the UKLA under Part VI of the FSMA and contained in the FCA`s publication of the same name
"Lloyd`s" the Society and Corporation of Lloyd`s created and governed by the Lloyd`s Act 1871 to 1982, including the Council of Lloyd`s (and its delegates and other persons through whom the Council may act), as the context may require
"Lloyd`s Membership Byelaw" the Lloyd`s Membership Byelaw made by the Council of Lloyd`s on 7 December 2005 (as amended from time to time)
"Lloyd`s Underwriting Byelaw" the Lloyd`s Underwriting Byelaw made by the Council of Lloyd`s on 4 June 2003 (as amended from time to time)
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 9 October 2015 or such later date as XL and Catlin may agree in writing
"Merger" the merger of XL Sub and Catlin pursuant to Section 104H of the Bermuda Companies Act and the Merger Agreement, to be effected immediately following the Scheme becoming effective
"Merger Agreement" the conditional agreement effecting the merger of XL Sub and Catlin pursuant to Section 104H of the Bermuda Companies Act entered into on 9 January 2015 among XL, XL Sub and Catlin
"Mix and Match Facility" the ability of Catlin Shareholders (other than certain Overseas Shareholders) to elect to receive, in respect of some or all of their holding of Catlin Shares and subject to offsetting elections, (i) all cash, or (ii) all New XL Shares, instead of
receiving 388 pence and 0.130 New XL Share for each Catlin Share, as described in this announcement
"Morgan Stanley" Morgan Stanley & Co. International plc
"New XL Shares" the new XL Shares to be issued to the shareholders of Catlin in connection with the Acquisition
"Non-Cumulative Perpetual Preferred Shares" the non-cumulative perpetual preferred shares, par value $0.01 per share, of Catlin Insurance Company Ltd., having the rights set forth in bye-laws of Catlin Insurance Company Ltd.
"Official List" the Official List of the FCA
"Opening Position Disclosure" an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position, as defined in Rule 8 of the Code
"Overseas Shareholders" Catlin Shareholders who are not normally resident in the United Kingdom, the United States, Republic of Ireland or Bermuda
"Panel" the U.K. Panel on Takeovers and Mergers (which does not have jurisdiction over this transaction)
"Possible Offer Announcement" the announcement issued by Catlin on 17 December 2014 confirming the approach made by XL to Catlin in connection with the Acquisition
"Prospectus" the prospectus relating to New XL Shares to be issued pursuant to the Acquisition (in the event that the Acquisition is implemented by way of a Takeover Offer or a Bermuda Merger) included in the Registration Statement, as it may be amended or supplemented
from time to time
"PRA" or "Prudential Regulation Authority" the U.K. Prudential Regulation Authority or its successor from time to time
"Quantified Financial Benefits Statement" shall have the meaning ascribed thereto in the Code
"Registrar of Companies" the Registrar of Companies in Bermuda or its successor from time to time
"Registration Statement" the registration statement on Form S-4 to be filed with the SEC by XL under the U.S. Securities Act, as it may be amended or supplemented from time to time, including the Prospectus contained therein relating to New XL Shares to be issued pursuant to the
Acquisition in the event that the Acquisition is implemented by way of a Takeover Offer or a Bermuda Merger
"Regulation" Council Regulation (EC) No139/2004
"Restricted Jurisdiction" any jurisdiction (other than United Kingdom, the United States, Republic of Ireland or Bermuda) where there is a significant risk that the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction and unless XL
can avoid such risk by making minor amendments to the information being provided or the documents being sent, published or made available
"Scheme" the scheme of arrangement under Section 99 of the Bermuda Companies Act to be proposed by Catlin to Catlin Shareholders in order to implement the Acquisition
"Scheme Court Order" the act of Court sanctioning the Scheme
"Scheme Record Time" the date and time specified in the Circular by reference to which the Scheme will be binding on the holders of Catlin Shares at that time
"Scheme Shareholder" holders of Scheme Shares
"Scheme Shares" (i) the Catlin Shares in issue at the date of the Circular; which remain in issue at the Scheme Record Time;
(ii) any Catlin Shares issued after the date of the Circular and prior to the Voting Record Time and which remain in issue at the Scheme Record Time; and
(iii) any Catlin Shares issued at or after the Voting Record Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the
Scheme and which, in each case, remain in issue at the Scheme Record Time,
other than the Excluded Shares
"SEC" the United States Securities and Exchange Commission
"Solvency II" the implementation of the European Parliament and Council Directive (2009/138/EC) on the taking-up and pursuit of the business of insurance and reinsurance
"subsidiary undertaking", "associated undertaking" and "undertaking" shall have the meanings given by the Companies Act
"Takeover Offer" if XL elects to implement the Acquisition by way of a takeover offer (pursuant to the Bermuda Companies Act) in accordance with and subject to the Implementation Agreement, the offer to be made by XL or XL Sub to acquire the entire issued and to be issued
share capital of Catlin (other than the Excluded Shares) including, where the context admits, any subsequent revision, variation, extension or renewal of such offer that would be permitted under the Code (had the Code applied to Catlin)
"Third Party" means a central bank, government or
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