HAMILTON, Bermuda, Oct. 14, 2011 /PRNewswire/ -- XL Group plc (NYSE:
XL) ("XL") announced today that its wholly-owned subsidiary, XL
Group Ltd. ("XL-Cayman"), will issue $350,000,000 of its Series D Preference Ordinary
Shares (the "Series D Preferred Shares") for consideration of cash
and liquid investments which are being held in a trust account that
was part of the Stoneheath Re facility. Holders of the
non-cumulative perpetual preferred securities ("Stoneheath
Securities") issued by Stoneheath Re in December 2006 will receive one Series D Preferred
Share in exchange for each Stoneheath Security. This
distribution will occur on November 16,
2011. XL-Cayman intends to use the consideration it
will receive as partial funding for the repayment at maturity of
the outstanding $600 million 6.5%
Guaranteed Senior Notes due 2012 of XL Capital Finance
(Europe) plc, a wholly-owned
subsidiary of XL, with the balance available for general corporate
purposes.
Dividends on the Series D Preferred Shares will be declared and
paid automatically on a non-cumulative basis on January 15, April
15, July 15 and October 15 of each year at a floating rate of
three-month LIBOR plus 3.120% on the liquidation preference,
accruing from October 15, 2011.
XL-Cayman is issuing the Series D Preferred Shares because
Stoneheath Re issued the redemption notice, effective October 15, 2011, required by the terms of the
Stoneheath Securities and related agreements. The redemption
notice was issued because an asset swap agreement covering the
assets held in the trust account is terminating in accordance with
its terms.
The Stoneheath Securities were originally sold in a
non-United States offering
pursuant to Regulation S under the U.S. Securities Act of 1933, as
amended. The gross proceeds of the Stoneheath offering were
deposited in the trust account and had been available to satisfy
Stoneheath Re's obligation to ceding insurers under a reinsurance
agreement.
About XL Group plc
XL Group plc, through its subsidiaries, is a global insurance
and reinsurance company providing property, casualty and specialty
products to industrial, commercial and professional firms,
insurance companies and other enterprises throughout the world.
XL is the company clients look to for answers to their most
complex risks and to help move their world forward. Its principal
executive offices are located at No. 1 Hatch Street Upper, 4th
Floor, Dublin 2, Ireland. To learn more, visit
www.xlgroup.com
This press release does not constitute an offer to sell or
the solicitation of an offer to buy any of the Series D Preferred
Shares or any other securities, nor will there be any sale of the
Series D Preferred Shares or any other securities in any state or
jurisdiction in which such offer, solicitation or sale is not
permitted.
This press release contains forward-looking statements. Such
statements involve inherent risks and uncertainties. Statements
that are not historical facts, including statements about XL's
beliefs or expectations, are forward-looking statements. These
statements are based on current plans, estimates and expectations,
all of which involve risk and uncertainty. Actual results may
differ materially from those projected in such forward-looking
statements and therefore you should not place undue reliance on
them. A non-exclusive list of the important factors that could
cause actual events or results to differ materially from those in
such forward-looking statements is set forth in XL's most recent
annual report on Form 10-K, quarterly report on Form 10-Q and XL's
other documents on file with the Securities and Exchange
Commission. XL undertakes no obligation to update or revise
publicly any forward-looking statement, whether as a result of new
information, future developments or otherwise.
Contact:
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David
Radulski
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Carol Parker
Trott
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Investor
Relations
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Media
Relations
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(441)
294-7460
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(441)
294-7290
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SOURCE XL Group plc