Delisting and Director Changes
March 10 2011 - 8:30AM
UK Regulatory
TIDMBRE
10 March 2011
Brit Insurance Holdings N.V. ("Brit Insurance" or the "Company")
DELISTING AND DIRECTOR CHANGES
Delisting
Following the announcement made on 9 March 2011 that the recommended cash offer
by Achilles Netherlands Holdings B.V. ("Achilles") for Brit Insurance (the
"Offer") has been declared wholly unconditional, the Company confirms that it
has made application to the UK Listing Authority and the London Stock Exchange
to cancel the admission to trading of the Brit Insurance Shares on the London
Stock Exchange's market for listed securities and to cancel the admission to
listing of such securities on the UK Listing Authority's Official List. It is
anticipated that such cancellation will take effect at 8.00 am on 7 April
2011. Accordingly the last day of dealings in Brit Insurance Shares will be 6
April 2011.
The cancellation of the admission to trading of the Brit Insurance Shares will
significantly reduce the liquidity and marketability of any Brit Insurance
Shares not assented to the Offer at that time and Brit Insurance shareholders
should be aware that there may be no future market for Brit Insurance
shareholders to realise their investment in Brit Insurance.
Director changes
As set out in the offer document issued by Achilles on 23 November 2010 (the
"Offer Document"), two of the existing non-executive directors of Brit
Insurance, being Joe MacHale and Cees Schrauwers, have resigned with immediate
effect as a consequence of the Offer being declared wholly unconditional.
In addition, the Company announces the appointment of Jonathan Feuer, Sachin
Khajuria, Gernot Lohr, Sanjay Patel, Peter Rutland and Kamil Salame as new
members of the board of directors of the Company with immediate effect, such
appointments having been approved at the Brit Insurance General Meeting held on
17 December 2010. Save as disclosed below, none of the new members of the board
of directors hold, nor have at any time within the previous five years held, a
directorship with a publicly quoted company.
Mr Feuer's previous directorships (within the last five years) are listed below:
Previous Directorships
Debenhams Plc
Mr Salame's previous directorships (within the last five years) are listed
below:
Previous Directorships
Aspen Insurance Holdings
Montpelier Re
Other than as expressly set out in this announcement, capitalised terms used in
this announcement shall have the meaning given to them in the Offer Document.
Enquiries:
Haggie Financial, for Brit Insurance
Tel: +44 (0)207 417 8989
Peter Rigby
Rubenstein Associates, for Apollo
Tel: +1 (212) 843 8590
Charles Zehren
Brunswick Group, for CVC
Tel: +44 (0)207 404 5959
Carole Cable
Further information
Achilles is a company formed on behalf of funds managed by Apollo Management
VII, L.P. and funds advised by CVC Capital Partners Limited.
This announcement will be available on Brit Insurance's website
(http://investor.britinsurance.com/phoenix.zhtml?c=133807&p=irol-
disclaimer100610) by no later than 12 noon (London time) on 11 March 2011.
This announcement does not constitute, and must not be construed as, an offer to
sell or an invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for any securities, pursuant
to the Offer or otherwise. The full terms and conditions of the Offer, including
details of how the Offer may be accepted, are set out in the Offer Document.
The release, publication or distribution of this announcement in certain
jurisdictions may be affected by the laws of relevant jurisdictions. Persons who
are subject to the laws of any jurisdiction other than the United Kingdom or the
Netherlands or are not resident in the United Kingdom or the Netherlands will
need to inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purpose of complying with English and
Dutch law and the information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions outside the
United Kingdom and the Netherlands.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Brit Insurance Holdings N.V. via Thomson Reuters ONE
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