A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes: (a) changes in the size of 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 with third parties, or other amounts due to XL or Catlin; (d) changes in the projected amount of ceded reinsurance recoverables and the ratings and credit worthiness 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 anticipated; (f) increased competition on the basis of pricing, capacity, coverage terms or other factors such as the increased inflow of third party capital into reinsurance markets, which could harm either XL's or Catlin's ability to maintain or increase its business volumes or profitability; (g) greater frequency or severity of claims and loss activity than XL's or Catlin's respective underwriting, reserving or investment practices anticipate based on historical experience or industry data; (h) changes in the global financial markets, including the effects of inflation on XL's or Catlin's business, including on pricing and reserving, increased government involvement or intervention in the financial services industry and changes in interest rates, credit spreads, foreign currency exchange rates and future volatility in the world's credit, financial and capital markets that adversely affect the performance and valuation of either XL's or Catlin's investments, financing planning and access to such markets or general financial condition; (i) changes in ratings, rating agency policies or practices; (j) the potential for changes to methodologies, estimations and assumptions that underlie the valuation of XL's or Catlin's respective financial instruments that could result in changes to investment valuations; (k) changes to XL's or Catlin's respective assessment as to whether it is more likely than not that it will be required to sell, or has the intent to sell, available-for-sale debt securities before their anticipated recovery; (l) the ability of XL's or Catlin's subsidiaries to pay dividends; (m) the potential effect of legislative or regulatory developments in the jurisdictions in which XL or Catlin operates, such as those that could impact the financial markets or increase their respective business costs and required capital levels, including but not limited to changes in regulatory capital balances that must be maintained by operating subsidiaries and governmental actions for the purpose of stabilizing the financial markets; (n) the actual amount of new and renewal business and acceptance of products and services, including new products and services and the materialization of risks related to such products and services; (o) changes in applicable tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof; (p) the effects of mergers, acquisitions, divestitures and retrocession agreements; and (q) in the case of XL, the other factors set forth in XL's reports on Form 10-K, Form 10-Q and other documents on file with the United States Securities and Exchange Commission.
Additionally, the acquisition of Catlin by XL (the "Acquisition") is subject to risks and uncertainties, including: (i) 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; (ii) 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; (iii) uncertainty as to the timing of completion of the Acquisition; (iv) the ability to obtain approval of the Acquisition by Catlin shareholders; (v) uncertainty as to the actual premium (if any) that will be realized by Catlin shareholders in connection with the Acquisition; (vi) uncertainty as to the long-term value of XL ordinary shares to be issued to Catlin shareholders in connection with the Acquisition; (vii) inability to retain key personnel of Catlin or XL during the pendency of the Acquisition or after completion of the Acquisition; (viii) 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; (ix) the ability of Catlin's board of directors to withdraw its recommendation of the Acquisition; and (x) the outcome of any legal proceedings to the extent initiated against XL, Catlin and others relating to the Acquisition, as well as XL and Catlin's management's responses to any of the aforementioned factors.
Neither Catlin nor XL undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Disclosure Requirements
Catlin is a Bermuda company and is therefore not subject to the United Kingdom Takeover Code (the "Code"). Accordingly, shareholders of Catlin and others dealing in Catlin shares are not obliged to disclose any of their dealings under the provisions of the Code. However, market participants are requested to make disclosures of dealings as if the Code applied and as if Catlin were in an "offer period" under the Code. Catlin shareholders and persons considering the acquisition or disposal of any interest in Catlin shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UK Listing Authority and other applicable regulatory rules regarding transactions in Catlin shares.
Catlin's website contains the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should contact an independent financial adviser authorized by the UK Financial Conduct Authority under the UK Financial Services and Markets Act 2000 (or, if you are resident in a jurisdiction other than the U.K., a financial adviser authorized under the laws of such jurisdiction).
In light of the foregoing, as provided in Rule 8.3(a) of the Code, any person who is "interested" in one percent or more of any class of "relevant securities" of Catlin or of any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash") should have made an "opening position disclosure" following the commencement of the "offer period" which began when the possible offer announcement was released on December 17, 2014.
An "opening position disclosure" should contain details of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) Catlin and (ii) any "securities exchange offeror(s)". Persons to whom Rule 8.3(a) would have applied had the Code been applicable should have made an "opening position disclosure" by no later than 3:30 p.m. (London time) on the tenth "business day" following the commencement of the "offer period" which began when the possible offer announcement was released on December 17, 2014. Relevant persons who undertake "dealings" in the "relevant securities" of Catlin or of a "securities exchange offeror" prior to the deadline for making an "opening position disclosure" should instead make a "dealing disclosure".
Rule 8.3(b) of the Code provides that if any person is, or becomes "interested" (directly or indirectly) in one percent or more of any class of "relevant securities" of an offeree or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that offeree or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a "dealing disclosure" by no later than 3:30 p.m. (London time) on the "business day" following the date of the relevant transaction. In a situation where the Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. Under Rule 8 of the Code, a "dealing disclosure" would contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of (i) Catlin and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed under Rule 8.
Accordingly, in the case of both an opening position disclosure and "dealing disclosure" (if any), disclosures of interests in the shares of each of XL and Catlin should be made.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Catlin or a "securities exchange offeror", they would, if the Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Consistent with the provisions of Rule 8.1 of the Code, "opening position disclosures" should be made by Catlin and by any "offeror", and all "dealings" in "relevant securities" of Catlin by Catlin, by any "offeror" or by any persons "acting in concert" with any of them, should be disclosed in a "dealing disclosure" by no later than 12:00 p.m. (London time) on the "business day" following the date of the relevant transaction.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".
Terms in quotation marks are defined in the Code, which can be found on the UK Takeover Panel's website. If you are in any doubt as to whether or not you should disclose a "dealing" by reference to the above, you should contact an independent financial adviser authorized by the UK Financial Conduct Authority under the UK Financial Services and Markets Act 2000.
Total Shares in Issue
Catlin confirms that as at the close of business on January 8, 2015, being the latest practicable date prior to the date of this announcement, it had 362,570,229 common shares in issue and admitted to trading on the Main Market of the London Stock Exchange under ISIN reference BMG196F11004.
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