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) |
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 (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
HardyTel: +44 (0) 20 7626 0382
Barbara Merry, Chief Executive
RothschildTel: +44 (0) 20 7280 5000
(Joint financial adviser to Hardy)
Crispin Wright
Peel HuntTel: +44 (0) 20 7418 8900
(Joint financial adviser to Hardy)
James Britton
Redleaf PolhillTel: +44 (0) 20 7566 6700
(PR adviser to Hardy) hardy@redleafpolhill.com
Emma Kane / Samantha Robbins
CNATel: +1 312 822 5000
Thomas F. Motamed, Chairman and Chief Executive
Aon Benfield SecuritiesTel: +44 (0) 20 7578 7000
(Financial adviser to CNA)
Paul Rayner / Ross Milburn
Fleishman-HillardTel: +44 (0)20 7395 7017
(PR adviser to CNA)
Alan O'Sullivan
This information is provided by RNS
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