TIDMHDU
RNS Number : 6442A
Hardy Underwriting Bermuda Ld
02 April 2012
For immediate release
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction
2 April 2012
RECOMMENDED CASH ACQUISITION
OF
HARDY UNDERWRITING BERMUDA LIMITED
BY
CNA FINANCIAL CORPORATION
(Posting of Circular and Notice of Special General Meeting)
On 21 March 2012 the boards of CNA Financial Corporation ("CNA")
and Hardy Underwriting Bermuda Limited ("Hardy") announced the
terms of a recommended cash acquisition by CNA for the entire
issued and to be issued share capital of Hardy (the
"Acquisition").
Hardy is pleased to advise that a circular (the "Circular")
explaining the background to, and terms of, the Acquisition, and
containing a notice convening a special general meeting of Hardy's
Shareholders to approve the Acquisition ("SGM"), together with the
related Form of Proxy and Form of Direction, are being posted to
Hardy's Shareholders today.
The SGM will be held at 9.30am (Bermuda time) on 26 April 2012
at Hardy's offices in Bermuda (4(th) Floor Park Place, 55
Par-la-Ville Road, Hamilton HM11). Shareholders may appoint a proxy
by following the instructions outlined within the Circular and
completing the forms enclosed with the Circular.
Whether or not Shareholders propose to attend the SGM, they are
requested to complete, sign and return the Form of Proxy or, in the
case of holders of depositary interests representing shares held
through CREST, the Form of Direction enclosed with the
Circular:
-- Holders of depositary interests should return the Form of
Direction instructing Capita IRG Trustees Limited to vote on their
behalf at the SGM by 1.30pm (London time) on 23 April 2012.
-- Shareholders who hold their shares in certified form should
return the Form of Proxy by 1.30pm (London time) on 24 April
2012.
The Circular is available for viewing on the investor relations
section of Hardy's website http://www.hardygroup.bm
Terms used in this announcement shall have the same meaning as
in the Circular unless stated otherwise.
- ENDS -
Enquiries
CNA Tel: +1 312 822 5000
Thomas F. Motamed, Chairman and Chief Executive
Aon Benfield Securities Tel: +44 (0) 20 7578 7000
(Financial adviser to CNA)
Paul Rayner / Ross Milburn
Fleishman-Hillard Tel: +44 (0)20 7395 7017
(PR adviser to CNA)
Alan O'Sullivan
Hardy Tel: +44 (0) 20 7626 0382
David Mann, Chairman
Barbara Merry Chief Executive
Rothschild Tel: +44 (0) 20 7280 5000
(Joint financial adviser to Hardy)
Crispin Wright
Peel Hunt Tel: +44 (0) 20 7418 8900
(Joint financial adviser to Hardy)
James Britton
Redleaf Polhill Tel: +44 (0) 20 7566 6700
(PR adviser to Hardy) hardy@redleafpolhill.com
Emma Kane / Samantha Robbins
This announcement is not intended to and does not constitute, or
form part of, any offer to sell, purchase, exchange or subscribe
for, or an invitation to purchase or subscribe for, any securities
or the solicitation of an offer to sell, purchase or exchange any
securities or of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Hardy in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document. The
Acquisition is being made solely pursuant to the terms of the
Circular which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Merger. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information in
the Circular. Hardy Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully, once it has
been received.
Whether or not Hardy Shares are voted at the SGM, if the Merger
becomes effective, those shares will be cancelled pursuant to the
Merger in return for the payment to each Hardy Shareholder of the
Acquisition Price.
Copies of this announcement, the Circular, and any other formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise determined by CNA and permitted by applicable law
and regulation), such offer may not be made directly or indirectly,
in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Aon Benfield Securities, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for CNA and for no-one else in connection with the
Acquisition and will not be responsible to any person other than
CNA for providing the protections afforded to clients of Aon
Benfield Securities, nor for providing advice in relation to the
Acquisition or any other matters referred to herein.
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Hardy and for no-one else in connection with the Acquisition
and will not be responsible to any person other than Hardy for
providing the protections afforded to clients of Rothschild, nor
for providing advice in relation to the Acquisition or any other
matters referred to herein.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Hardy and for no-one else in connection with the Acquisition
and will not be responsible to any person other than Hardy for
providing the protections afforded to clients of Peel Hunt, nor for
providing advice in relation to the Acquisition or any other
matters referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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