TIDMHDU
RNS Number : 1596C
Hardy Underwriting Bermuda Ld
26 April 2012
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
26 April 2012
HARDY UNDERWRITING BERMUDA LIMITED
(the "Company" or "Hardy")
RESULTS OF SPECIAL GENERAL MEETING
Hardy is pleased to announce that at a Special General Meeting
of the Company held earlier today, the resolution to approve the
Merger Agreement in relation to the acquisition by CNA Financial
Corporation of the entire issued and to be issued share capital of
Hardy, as set out in the meeting notice and Circular to
shareholders published on 2 April 2012, was duly passed with the
requisite majority. Details of the votes received are outlined
below:
Number of Hardy Shares voted Percentage of Hardy Shares voted Number of Hardy Shares voted as a
percentage of issued share capital of
Hardy (excluding shares
held in treasury)
For 32,343,403 99.99% 63.24%
Against 4,651 0.01% 0.01%
Total 32,348,054 100% 63.25%
The following Directors gave irrevocable undertakings to vote in
favour of the Acquisition at the Special General Meeting (or to
accept an offer (if the Acquisition is implemented by way of a
Takeover Offer)) and have accordingly voted in favour of the
resolution in relation to the following Hardy Shares:
Number of Percentage of issued share capital of Hardy (excluding shares held in treasury)
Name Hardy Shares*
P Bailie 44,005 0.09%
J Cusack 3,800 0.01%
A Dunkle 22,000 0.04%
P Gage 185,620 0.36%
F Luck - 0.00%
J MacDiarmid 133,877 0.26%
D Mann 1,277,500 2.50%
B Merry 580,885 1.14%
A Taylor 17,000 0.03%
Total 2,264,687 4.43%
* These numbers include Hardy Shares held by family members of
the relevant director to which the irrevocable also relates as well
as Hardy Shares to be issued in accordance with the terms of the
Hardy Share Schemes (where relevant)
The following Hardy Shareholders gave irrevocable undertakings
to vote (or in the case of Majedie Asset Management Limited to
instruct its client's custodian to vote) in favour of the
Acquisition at the Special General Meeting (or to accept an offer
(if the Acquisition is implemented by way of a Takeover Offer)),
and have accordingly voted in favour of the resolution in relation
to the following Hardy Shares:
Name Number of Percentage of issued share capital of Hardy
Hardy Shares (excluding shares held in treasury)
1. Majedie Asset Management Limited (as agent for
and on behalf of discretionary investment
management clients) 3,362,350 6.57%
2. Jupiter Asset Management Limited 2,781,097 5.44%
3. Aviva Investors Global Services Limited 2,327,288 4.55%
4. Henderson Global Investors Limited 2,048,000 4.00%
Total 10,518,735 20.57%
Arab Insurance Group (B.S.C.) provided a letter to CNA, dated 1
April 2012, expressing its intention to vote in favour of the
Acquisition in relation to 3,663,995 Hardy Shares representing 7.16
per cent. of the issued share capital of Hardy (excluding shares
held in treasury) and has accordingly voted in favour of the
resolution.
The Acquisition remains subject to further conditions including,
inter alia, regulatory approvals as outlined in the Circular.
It is expected that the cancellation of the admission to trading
of Hardy Shares on the London Stock Exchange's main market for
listed securities and the admission of Hardy Shares to the Official
List will take place by no later than 6.00pm on the Acquisition
Effective Date. The consideration due to Hardy Shareholders will be
sent within 10 Business Days after the Acquisition Effective
Date.
A further announcement will be made as to the likely timing of
the Acquisition Effective Date.
Terms used in this announcement shall have the same meaning as
in the Circular unless stated otherwise.
- ENDS -
Enquiries
Hardy Tel: +44 (0) 20 7626 0382
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
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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