Hiscox To Declare Special Distribution - Quick Facts

2/26/2013 3:20 AM ET

Hiscox Ltd (HSX.L) announced that its Board has reviewed the capital requirements of the Group for the coming year considering, inter alia, the cost of Superstorm Sandy, the current rating environment and future growth opportunities, and have concluded that a special distribution of about 150 million pounds or 38.0 pence per ordinary share, in addition to the ordinary final dividend equivalent of 12.0 pence per share, should be made.

As a result shareholders will be entitled to payment of the equivalent of the final dividend included within the Return of Capital earlier than the normal payment date for the final dividend. Furthermore, as this amount is being paid as part of the B Share scheme, a scrip dividend alternative will not be offered to shareholders, the company said.

The company said its board has decided to effect the Return of Capital through a structure involving the issue of B Shares, which may enable shareholders to elect to receive their cash proceeds as income or capital or any combination of the two.

It is proposed that each shareholder will receive one B Share for every existing ordinary share held at 4.30 p.m. on 28 March 2013. Shareholders will be able to elect between any combination of the following B Share alternatives as to how they receive their cash: (i) to have their B Shares redeemed on the first redemption date of 4 April 2013 (cash expected to be sent or credited by 26 April 2013); (ii) to have their B Shares redeemed on the final redemption date of 12 April 2013 (cash expected to be sent or credited by 3 May 2013); and/or (iii) to receive a B Share dividend in respect of the B Shares (cash expected to be sent or credited by 3 May 2013).

The company stated that the Return of Capital will be combined with a consolidation and subdivision of existing ordinary shares. The effect of the Share Capital Consolidation will be to reduce the number of issued ordinary shares to reflect the reduction in the Company's overall net tangible assets or NTA value, but shareholders will own the same proportion of shares in the Company as they did previously, subject to fractional entitlements.

For every 100 existing ordinary shares held at 4.30 p.m. on 28 March 2013 ,(including any existing ordinary shares held as treasury shares), shareholders will receive 89 new ordinary shares, the company said.

The company expects new ordinary shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities on 2 April 2013 in the same way as the existing ordinary shares and will be equivalent in all material respects to the existing ordinary shares except that their par value will be different, including as to their dividend, voting and other rights. The B Shares will not be admitted to trading.

The company noted that the Return of Capital and the Share Capital Consolidation requires the approval of shareholders, which will be sought at the extraordinary general meeting to be held on 28 March 2013.

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by RTT Staff Writer

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