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CastelnauAnnouncement

31/03/2015 14:20

http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20150331:nBw315877a 
 
LONDON--(Business Wire)--


31 March 2015 

XL Group plc Announces Issuance of Subordinated Notes

XL Group plc (together with its subsidiaries, "XL") and Catlin Group Limited
("Catlin") announced on 9 January 2015 (the "Announcement") that they have
agreed to the terms of a recommended cash and share acquisition of the entire
issued and to be issued share capital of Catlin by XL (the "Acquisition"). 

The Acquisition is, as set out in the Announcement, anticipated to be funded in
part through the issuance of subordinated notes. To that end, XL today announces
that its wholly-owned subsidiary, XLIT Ltd., completed the sale of $500 million
aggregate principal amount of its 4.450% subordinated notes due 2025 (the "2025
Subordinated Notes") and $500 million aggregate principal amount of its 5.500%
subordinated notes due 2045 (the "2045 Subordinated Notes" and, together with
the 2025 Subordinated Notes, the "Subordinated Notes") on 30 March 2015 at an
issue price of 99.633% and 99.115% of the principal amount thereof,
respectively. XL expects to receive net proceeds from the issuance of the
Subordinated Notes of approximately $980.6 million, after deducting underwriting
discounts and estimated offering expenses, which will be used to fund in part
the Acquisition. 

In connection with the offering of the Subordinated Notes, XL has filed the
following documents with the U.S. Securities and Exchange Commission (the
"SEC"): 
 
* on 19 March 2015, a preliminary prospectus supplement relating to the offering
of the Subordinated Notes, which can be obtained on the following link:

http://www.sec.gov/Archives/edgar/data/875159/000093041315001285/0000930413-15-001285-index.htm 
 
* on 24 March 2015, a current report on Form 8-K in connection with the pricing
of the Subordinated Notes, which can be obtained on the following link:

http://www.sec.gov/Archives/edgar/data/875159/000087515915000023/0000875159-15-000023-index.htm 
 
* on 25 March 2015, a pricing supplement in connection with the pricing of the
Subordinated Notes, which can be obtained on the following link:

http://www.sec.gov/Archives/edgar/data/875159/000093041315001380/0000930413-15-001380-index.htm 
 
* on 26 March 2015, a prospectus supplement relating to the offering of the
Subordinated Notes, which can be obtained at the following link:

http://www.sec.gov/Archives/edgar/data/875159/000093041315001441/0000930413-15-001441-index.htm 
 
* on 30 March 2015, a current report on Form 8-K in connection with the closing
of the offering of the Subordinated Notes, which can be obtained on the
following link:

http://www.sec.gov/Archives/edgar/data/875159/000093041315001549/0000930413-15-001549-index.htm 
 
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of the Subordinated Notes or any other securities, and shall
not constitute an offer, solicitation or sale of the Subordinated Notes or any
other securities in any state or jurisdiction in which such offer, solicitation
or sale is not permitted. 

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 ("PSLRA") provides a "safe
harbor" for forward-looking statements. This press release contains
forward-looking statements that reflect XL`s current views with respect to
future events and financial performance. Such statements include forward-looking
statements both with respect to XL in general, and to the insurance and
reinsurance sectors in particular (both as to underwriting and investment
matters). Statements that include the words "expect," "intend," "plan,"
"believe," "project," "anticipate," "may," "could" or "would" and similar
statements of a future or forward-looking nature identify forward-looking
statements for purposes of the PSLRA or otherwise.

All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause actual results to differ materially from those indicated in such
statements. XL believes that these factors include, but are not limited to, the
following: (a) changes in the size of XL`s claims relating to natural or
man-made catastrophe losses due to the preliminary nature of some reports and
estimates of loss and damage to date; (b) trends in rates for property and
casualty insurance and reinsurance; (c) the timely and full recoverability of
reinsurance placed by XL or Catlin, if the Acquisition is completed, with third
parties, or other amounts due to XL or Catlin; (d) changes in the projected
amount of ceded reinsurance recoverables and the credit ratings and
creditworthiness of reinsurers; (e) actual loss experience from insured or
reinsured events and the timing of claims payments being faster or the receipt
of reinsurance recoverables being slower than XL anticipated; and (f) the other
factors set forth in Item 1A, "Risk Factors," of XL Group plc`s Annual Report on
Form 10-K for the year ended December 31, 2014 and XL`s other documents on file
with the Securities and Exchange Commission.

Additionally, the Acquisition is subject to risks and uncertainties, including:
(a) XL and Catlin may be unable to complete the Acquisition because, among other
reasons, conditions to the completion of the Acquisition may not be satisfied or
waived, including the failure to obtain required regulatory approvals, or the
other party may be entitled to terminate the Acquisition; (b) receipt of
regulatory approvals required by the Acquisition may be subject to conditions,
limitations and restrictions that could negatively impact the business and
operations of the combined company; (c) uncertainty as to the timing of
completion of the Acquisition; (d) the ability to obtain approval of the
Acquisition by Catlin shareholders; (e) uncertainty as to the actual premium (if
any) that will be realized by Catlin shareholders in connection with the
Acquisition; (f) inability to retain key personnel of XL or Catlin during the
pendency of the Acquisition or after completion of the Acquisition; (g) failure
to realize the potential synergies from the Acquisition, including as a result
of the failure, difficulty or delay in integrating Catlin`s businesses into XL;
and (h) the ability of Catlin`s board of directors to withdraw its
recommendation of the Acquisition.

The foregoing review of important factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements that are
included herein or elsewhere. XL undertakes no obligation to update publicly or
revise any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by the federal securities
laws.

CONTACT: XL Group plc 

David Radulski
Investor Relations
(203) 964-3470
David.Radulski@xlgroup.com

Carol Parker Trott
Media Relations
(441) 294-7290
carol.parker-trott@xlgroup.com 
 
XL Group plc 

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