TIDMCRE TIDMTTM
RNS Number : 2494H
Conduit Holdings Limited
02 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE OF
THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
INFORMATION AT THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority ("FCA") or otherwise and is not an offer of
securities for sale in any jurisdiction, including in or into the
United States, Australia, Canada, Japan or the Republic of South
Africa.
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any common shares (the "Shares") referred
to in this announcement except solely on the basis of the
information contained in the prospectus in its final form (together
with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, expected to be
published by Conduit Holdings Limited (the "Company" or "Conduit",
and together with its subsidiary undertakings, the "Group") in due
course in connection with the offer of Shares in the Company and
the proposed admission to listing of such Shares to the standard
listing segment of the Official List of the FCA (the "Official
List") and to trading on the main market of London Stock Exchange
plc (the "London Stock Exchange") ("Admission"). A copy of the
Prospectus will, following publication, be available for inspection
at Conduit's registered office and website
at www.conduitreinsurance.com subject to certain access restrictions.
FOR IMMEDIATE RELEASE
2 December 2020
Conduit Holdings Limited
Announcement of Pricing
Following the announcement by Conduit on 19 November 2020
confirming the publication of its pathfinder prospectus and AM
Best's confirmation that it had assigned a Preliminary Credit
Assessment to Conduit Reinsurance Limited with a Financial Strength
Assessment of A- pca (Excellent) and a Long-Term Issuer Credit
Assessment of "a-" pca, Conduit today announces the successful
completion of the bookbuilding process in relation to the initial
public offering of its shares (the "Offer").
Based on the Offer Price of 500 pence per share, the market
capitalisation of the Company will be approximately GBP826 million
(approximately $1.1 billion) at the commencement of conditional
dealings on the Main Market of the London Stock Exchange.
The Prospectus is expected to be published later today and will
be made available on the Company's website at
www.conduitreinsurance.com .
Neil Eckert said, "We are delighted that Conduit's business
proposition has been strongly received by a group of high-quality
investors. Business conditions in our targeted reinsurance markets
have continued to improve during our journey to IPO and we now move
on to the launch of the business with confidence."
Trevor Carvey added, "Conduit is well set for a successful
launch and we have been positively received across the reinsurance
community. I am excited to lead a legacy free business into these
exceptional market conditions."
Offer Highlights, Admission and Dealings
-- The Offer comprises 164,129,996 Shares resulting in a total
market capitalisation of approximately GBP826 million
(approximately $1.1 billion) at the time of Admission.
-- On 18 November 2020, AM Best announced that it had assigned a
Preliminary Credit Assessment to Conduit Reinsurance Limited with a
Financial Strength Assessment of A- pca (Excellent) and a Long-Term
Issuer Credit Assessment of "a-" pca.
-- Commencement of conditional dealings on the London Stock
Exchange is expected to take place at 8:00 a.m. (UK time) on 2
December 2020 under the ticker "CRE". Investors should note that
only investors who applied for, and were allocated, Shares in the
Offer will be able to deal in the Shares on a conditional
basis.
-- Admission to the standard listing segment of the Official
List of the FCA and to trading on the Main Market for listed
securities of the London Stock Exchange, and the commencement of
unconditional dealings, is expected to take place at 8:00 a.m. (UK
time) on 7 December 2020.
-- All dealings in the Shares before the commencement of
unconditional dealings will be of no effect if Admission does not
take place and such dealings will be at the sole risk of the
parties concerned.
Jefferies and Panmure Gordon are acting as Joint Global
Co-ordinators and Joint Bookrunners in relation to the Offer.
Kinmont and GC Securities (a division of MMC Securities (Europe)
Limited) are acting as Financial Advisers to Conduit.
Enquiries
Haggie Partners (PR advisor
to Conduit)
David Haggie +44 (0) 207 562 4444
---------------------
Caroline Klein
---------------------
Joint Global Coordinators and
Joint Bookrunners
---------------------
Jefferies +44 (0) 207 029 8000
---------------------
Philip Noblet
---------------------
Graham Davidson
---------------------
Luca Erpici
---------------------
Aditi Venkatram
---------------------
Panmure Gordon +44 (0) 207 886 2500
---------------------
Richard Morecombe
---------------------
Mark Murphy
---------------------
Nick Lovering
---------------------
Max Cornu-Thenard
---------------------
Conduit Highlights
-- Conduit is a newly established reinsurance underwriting
business focusing on producing strong risk adjusted returns from a
diversified and focused business plan. The business has been formed
to capitalise on what the Company's founders, Neil Eckert and
Trevor Carvey (the "Founders") believe to be an exceptional market
opportunity.
-- Conduit expects to write reinsurance in the Property,
Casualty and Specialty classes. Years of high insured losses,
diminished reserves and the more recent losses and industry strain
caused by Covid-19 and severe capacity shortages in certain classes
of insurance and reinsurance have produced major corrections in
reinsurance pricing and policy Terms & Conditions.
-- Against the industry background of losses, litigation and
capacity constraint, as a new business, Conduit has no legacy
exposure and, following the Offer, its strong and unencumbered
balance sheet will be fully available to write new business in what
the Founders believe to be an attractive market environment.
-- Conduit will be led by two highly successful, experienced and
networked industry executives, Neil Eckert and Trevor Carvey.
-- Conduit plans to build a strong underwriting franchise which
will target strong cross-cycle returns on equity in the mid-teens.
The business plan has a balanced approach to catastrophe risk
exposures, generating profit and franchise value through the
quality of its underwriting and its select portfolio of
high-quality business.
-- Following years of de-listings, in weak industry conditions
and upon industry consolidation, Conduit offers investors the
opportunity to take advantage of prevailing, highly positive
industry conditions through investment in a listed business which
is legacy free and focused only on reinsurance.
Important Legal Information
This announcement which has been prepared by, and is the sole
responsibility of, the Company has been approved for the purposes
of section 21 of the Financial Services and Markets Act 2000 by
Jefferies International Limited ("Jefferies").
Each of Jefferies, Panmure Gordon (UK) Limited ("Panmure Gordon"
and, together with Jefferies, the "Banks") and Kinmont Limited (the
"Financial Adviser") are authorised and regulated in the United
Kingdom by the FCA and are acting exclusively for the Company and
no one else in connection with the Offer and Admission. The Banks
and the Financial Adviser will not regard any other person (whether
or not a recipient of this announcement) as its client in relation
to the Offer and Admission and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients or for providing any advice in relation to
the Offer or Admission, the contents of this announcement or any
transaction or arrangement referred to herein.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. This
announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for, or otherwise invest in,
securities to any person in the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, Japan, the Republic of
South Africa or in any jurisdiction to whom or in which such offer
or solicitation is unlawful. Any securities referred to herein may
not be offered or sold in the United States unless registered under
the United States Securities Act of 1933, as amended (the
"Securities Act") except pursuant to a transaction exempt from, or
not subject to, the registration requirements of the Securities
Act. The offer of Shares referred to herein has not been and will
not be registered under the Securities Act or under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa. Subject to certain exceptions, the Shares referred to
herein may not be offered or sold in Australia, Canada Japan or the
Republic of South Africa or to, or for the account or benefit of,
any national, resident or citizen of Australia, Canada, Japan or
the Republic of South Africa. There will be no public offer of the
Shares in the United States, Australia, Canada, Japan, the Republic
of South Africa or elsewhere.
For investors in Canada : This document may constitute an
"offering memorandum" under applicable securities laws in Canada
and you may therefore have, depending on your province or territory
of residence, remedies for rescission or damages if this document
(including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised
by you within the time limit prescribed by the securities
legislation of your province or territory. You should refer to any
applicable provisions of the securities legislation of your
province or territory for the particulars of these rights or
consult with a legal advisor.
This document is being provided to Canadian residents hereby on
a confidential basis solely to those entities or individuals who
qualify both as "accredited investors" and "permitted clients", as
such terms are defined in National Instrument 45-106 Prospectus
Exemptions (and, for investors in Ontario, section 73.3 of the
Securities Act (Ontario)) and National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations, respectively.
Upon receipt of this document, each Canadian investor hereby
confirms that it has expressly requested that all documents
evidencing or relating in any way to the sale of the securities
described herein (including for greater certainty any purchase
confirmation or any notice) be drawn up in the English language
only. Par la réception de ce document, chaque investisseur canadien
confirme par les présentes qu'il a expressément exigé que tous les
documents faisant foi ou se rapportant de quelque manière que ce
soit à la vente des valeurs mobilières décrites aux présentes
(incluant, pour plus de certitude, toute confirmation d'achat ou
tout avis) soient rédigés en anglais seulement.
Except as otherwise expressly required by applicable law or as
agreed to in contract, no representation, warranty or undertaking
(express or implied) is made and no responsibility or liability of
any kind or nature whatsoever is accepted by a Bank, the Financial
Advisor or any other securities dealer as to the accuracy or
completeness of the information contained in this document or any
other information provided in connection with the offering in
Canada. Pursuant to the exemption outlined in section 3A.3 of
National Instrument 33-105 Underwriting Conflicts ("NI 33-105"),
the Company, a Bank and the Financial Advisor are not required to
comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering
in Canada.
This announcement and the Offer are directed only at persons in
member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation as amended and to the extent implemented in the relevant
member state (Regulation (EU) 2017/1129).
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth and strategies. Forward
looking statements speak only as of the date they are made. No
representation or warranty is made that any forward-looking
statement will come to pass.
These forward-looking statements speak only as at the date of
this announcement. Each of the Company, the Banks and the Financial
Adviser expressly disclaims any obligation or undertaking to update
or revise any forward-looking statements contained herein to
reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000,
the Listing Rules or Prospectus Regulation Rules of the Financial
Conduct Authority or other applicable laws, regulations or
rules.
Any purchase of Shares in the Offer should be made solely on the
basis of information contained in the Prospectus which the Company
expects to publish later today in connection with the Offer. The
information in this announcement is subject to change. Before
subscribing for or purchasing any Shares, persons viewing this
announcement should ensure that they fully understand and accept
the risks which will be set out in the Prospectus. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. Nothing in this
announcement , shall form the basis of or constitute any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any Shares or any other securities nor
shall it (or any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract
therefor.
You should not base your financial decision on this
announcement. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all
of the amount invested. Persons considering making investments
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning the Shares. The value of shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the Offer for the
person concerned.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, financial, accounting or legal advice; (ii) a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances; or (iii) a personal
recommendation to you.
For the avoidance of doubt, the contents of the Company's
website are not incorporated by reference into, and does not form
part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Shares
have been subject to a product approval process, which has
determined that the Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and
investment in the Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
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END
PFTFSSSMEESSEDE
(END) Dow Jones Newswires
December 02, 2020 02:00 ET (07:00 GMT)
Conduit (LSE:CRE)
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부터 6월(6) 2024 으로 7월(7) 2024
Conduit (LSE:CRE)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024