XL's Chief Executive Officer,
To effect the redomestication, a new Irish public limited company, XL
Group plc, would replace XL Capital Ltd as the ultimate holding company of the
XL group of companies, and the Company's ordinary shareholders would receive
one ordinary share of the new Irish company in lieu of each ordinary share of
the Company held by them. XL expects to submit the proposal for
redomestication, along with related proposals, to its shareholders in the next
several months and complete the transaction on
XL has operated in
XL does not expect the redomestication will have any material impact on its financial results. XL will continue to be registered with the U.S. Securities and Exchange Commission ("SEC") and be subject to SEC reporting requirements. Further, the Company will continue to be subject to the mandates of the Sarbanes-Oxley Act of 2002 and the applicable corporate governance rules of the New York Stock Exchange ("NYSE"), and will continue to report its financial results in U.S. dollars and under U.S. generally accepted accounting principles, in addition to any reporting requirements under Irish law. The Company's shares will continue to trade on the NYSE under the ticker symbol "XL".
This communication is being made in respect of the proposed redomestication. In connection with the proposed redomestication, XL has today filed a proxy statement in preliminary form with the SEC, and XL will mail the definitive proxy statement to its shareholders when available. Security holders are urged to read the definitive proxy statement regarding the proposed redomestication when it becomes available because it will contain important information. You may obtain a free copy of the definitive proxy statement (when available) and other related documents filed by XL with the SEC at the SEC's website at www.sec.gov. The definitive proxy statement (when it is available) and the other documents may also be obtained for free by accessing XL's website at www.xlcapital.com by clicking on the link for "Investor Relations" and then clicking on the link for "SEC Filings".
XL and its directors, executive officers and certain other members of
management and employees may be soliciting proxies from shareholders in favor
of the redomestication. You can obtain information about XL's executive
officers and directors in XL's proxy statement for the 2009 annual general
meeting filed with the SEC on
This press release contains forward-looking statements within the meaning
of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934. The Private Securities Litigation
Reform Act of 1995 provides a "safe harbor" for forward-looking statements.
Statements that are not historical facts, including statements about XL's
beliefs, plans or expectations, are forward-looking statements. Such
statements include forward-looking statements both with respect to us in
general, and to the insurance and reinsurance sectors (both as to underwriting
and investment matters). These statements are based on current plans,
estimates and expectations, all of which involve risk and uncertainty. Actual
results may differ materially from those included in such forward-looking
statements and therefore you should not place undue reliance on them. The
factors that could cause actual results to differ materially from current
expectations include, but are not limited to, our ability to obtain approval
of XL's ordinary shareholders and the Grand Court of the
Contact: David R. Radulski Investor Relations (441) 294 7460 Carol Parker-Trott Media Relations (441) 294 7290
SOURCE XL Capital Ltd