Tawa PLC Demerger of Risk Carrier Business -6-
December 20 2013 - 9:36AM
UK Regulatory
The Directors, having consulted with Peel Hunt, consider that
the Resolutions are in the best interests of the Company and
Shareholders. Accordingly, each of the Directors recommend that
Shareholders vote in favour of the Resolutions as each Director has
undertaken to do in respect of Tawa Existing Ordinary Shares in
which he is interested, amounting in aggregate to 1,888,020 Tawa
Existing Ordinary Shares, representing approximately 1.7 per cent
of the issued share capital of Tawa on 19 December 2013 (being the
latest practicable date prior to the publication of this
announcement).
Tawa has received irrevocable undertakings to vote in favour of
the Resolutions from FinP and certain members of Tawa management in
respect of 83,216,342 Tawa Existing Ordinary Shares, representing
approximately 73.4 per cent. of the issued share capital of Tawa on
19 December 2013 (being the latest practicable date prior to the
publication of this announcement).
Appendix
The following definitions apply in this announcement unless the
context otherwise requires:
"Act" the Companies Act 2006;
"AIM" the market of that name operated
by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from
time to time which set out the
rules and responsibilities in
relation to companies whose shares
are admitted to trading on AIM;
"Articles" the articles of association of
Tawa in force at the date of this
announcement;
"Asta" Asta Capital Limited;
"CCC" Continental Casualty Company;
"CHIME Group" Chiltington International Holding
GmbH, Chiltington Holdings Ltd,
ASS Asserukanz Service und Sachverständigengesellschaft
mbH, Chiltington Internacional
SL, Chiltington International
GmbH, Chiltington International
Inc, Chiltington Internacional
SA, Chiltington Internacional
SA de CV, Chiltintgon International
Limited, Professional Resource
SA, Professional Resource Limited
and C.I.R.A.S. Limited;
"Company" or Tawa plc, a company incorporated
"Tawa" in England and Wales with registered
number 04200676;
"Continuing Tawa Tawa and the CHIME Group, the
Group" Retained Risk Carrier Companies,
Asta, Pro Insurance Solutions
Ltd, Pro IS, Inc., Participant
Run-Off (Pro) Iberica LSU, Stripe
Global Services Ltd and each of
their respective subsidiaries;
"Court" the High Court of Justice of England
and Wales;
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001, as amended)
in respect of which Euroclear
UK & Ireland Limited is the operator;
"CX Re" CX Reinsurance Company Ltd, company
number 1086556;
"Demerger" the proposed demerger of the Risk
Carrier Business from the Tawa
Group by way of dividend in specie
of TAL Ordinary Shares as further
contemplated by the Demerger and
Framework Agreement;
"Demerger Framework the agreement between Tawa and
Agreement" TAL relating to the Demerger entered
into on 18 December 2013;
"Demerger Effective the date on which the Demerger
Date" becomes effective, expected to
be 31 March 2014;
"Demerger Record 5 p.m. on 28 March 2014;
Time"
"Demerger Resolution" the resolution numbered 3 as set
out in the Notice of General Meeting;
"Directors" or the directors of the Company;
"Board"
"Euro" or "EUR" the official currency of certain
of the member states of the European
Union;
"FinP" Financière Pinault SCA, company
number 0326234D;
"General Meeting" the general meeting (or any adjournment
thereof) of the Shareholders to
be convened pursuant to the Notice
of General Meeting;
"HIR" Hamburger Internationale Ruckversicherung
AG, company number HRB 561191;
"HIR Group" HIR, Pavant International Re SA,
PlusPunkt, Chiltington International
Holding GmbH, Chiltington Holdings
Ltd, Chiltington International
Holdings Ltd, ASS Asserukanz Service-
und Sachverständigengesellschaft
mbH, Chiltington Internacional
SL, Chiltington International
GmbH, Chiltington Internacional
SA, Chiltington Internacional
SA de CV, Chiltintgon International
Limited, Professional Resource
SA, Professional Resource Limited
and C.I.R.A.S. Limited;
"Island Capital Island Capital Ltd, company number
(Bermuda)" 13350;
"Island Capital Island Capital (Europe) Ltd, company
(Europe) Ltd number 5617472;
(UK)"
"KX Re" KX Reinsurance company limited,
company number 494416
"Lloyd's" the society incorporated by the
Lloyd's Act 1871 with the name
Lloyd's;
"London Stock London Stock Exchange plc;
Exchange"
"Notice of General the notice convening the General
Meeting" Meeting;
"Overseas TAL Qualifying TAL Shareholders (or
Shareholders" nominees of, or custodians or
trustees for Qualifying TAL Shareholders)
not resident in or nationals or
citizens of, the United Kingdom;
"Peel Hunt" Peel Hunt LLP, a limited liability
partnership whose registered office
is at Moor House, 120 London Wall,
London EC2Y 5ET;
"PlusPunkt" PlusPunkt marketing AG (a subsidiary
of the HIR Group);
"Pocono" Pocono Holdings Limited;
"Pro Insurance Pro Insurance Solutions Limited,
Solutions" company number 02801404;
"Proposals" the Reorganisation, the Reduction
of Capital and the Demerger;
"Proposal Resolutions" the resolutions numbered 1 and
3 to approve, inter alia, the
Reduction of Capital and the Demerger
to be proposed at the General
Meeting, as set out in the Notice
of General Meeting;
"PXRE (USA)" PXRE Reinsurance Company, Tax
ID number 06-1206728;
"Qualifying Tawa Shareholders (other than Tawa
Shareholders" US Shareholders) who are on the
Share Register at the Demerger
Record Time;
"Qualifying TAL the holders of TAL Ordinary Shares
Shareholders" who were on the Share Register
at 5 p.m. on 19 December 2013,
being the latest practicable date
prior to this announcement;
"Reduction of the proposed cancellation of the
Capital" Company's share premium account,
the proposed cancellation of 190,695
Tawa Existing Ordinary Shares
held in treasury and the proposed
reduction of the nominal value
of each Tawa Ordinary Share from
10 pence to two pence each, under
Part 17, Chapter 10 of the Act;
"Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.
01/3755), as amended;
"Reorganisation" intra-group reorganisation of
the Tawa Group prior to the Demerger
whereby the Transferring Companies
will be transferred from the Tawa
Group to TAL;
"Resolutions" all of the resolutions to approve,
inter alia, the Reduction of Capital,
the Demerger and the change of
name of Tawa to be proposed at
the General Meeting, as set out
in the Notice of General Meeting;
"Retained Risk CX Re and QX Re, being those companies
Carrier Companies" whose entire issued share capital
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