Result of Court Meeting and General Meeting
(Thomson Reuters ONE) - Brit Insurance Holdings PLCResults of Court Meeting and General MeetingBrit Insurance Holdings PLC (the "Company") is pleased to announcethat, at the Court Meeting held earlier today, shareholders approved,without modification, the scheme of arrangement proposed in acircular sent to shareholders dated 12 November 2009 (the "SchemeCircular"). Unless otherwise stated, terms used in this announcementshall have the same meanings as set out in the Scheme Circular.The implementation of the Scheme remains subject to the satisfactionof the conditions as set out in the Scheme Circular.At a hearing convened for 18 December 2009, the High Court isexpected to approve the Scheme, which will result in a new Dutchcompany, New Brit, becoming the ultimate parent company of the Group.It is expected that the Scheme will become effective on 21 December2009. As is currently the case for the Company, New Brit will haveits primary listing on the London Stock Exchange and, upon listing,will replace the Company as a member of the FTSE 250 Index.At the General Meeting that immediately followed the Court Meeting,shareholders also approved, without modification, all resolutionsproposed in the notice of General Meeting included in the SchemeCircular. The resolutions provided, among other things, for approvalof the Scheme, including a reduction of capital of the Company, andfor the adoption of various share schemes by New Brit.The full results of the votes cast at the Court Meeting were asfollows:+-------------------------------------------------------------------+| | For | Percentage | Against | Percentage || | | | | ||-----------------+-------------+------------+---------+------------|| Number of | 388 | 92% | 32 | 8% || holders voting | | | | || | | | | ||-----------------+-------------+------------+---------+------------|| Number of votes | 218,361,202 | 99.8% | 35,278 | 0.02% || cast | | | | || | | | | |+-------------------------------------------------------------------+1,962 Scheme Shareholders, holding between them 82,364,976 (26%)total votes attaching to all Scheme Shares, did not vote either inperson or by proxy at the Court Meeting.Voting at the General Meeting was conducted by poll on allresolutions. The full results were as follows:+-------------------------------------------------------------------+| No. | Resolution | For | Against | Withheld || | | | | ||-----+----------------------+-------------+-----------+------------|| 1 | Special Resolution | 219,885,257 | 33,265 | 11,667,109 || | approving the Scheme | (99.98%) | (0.02%) | || | of Arrangement, a | | | || | reduction of capital | | | || | of the Company and | | | || | related matters. | | | || | | | | ||-----+----------------------+-------------+-----------+------------|| 2 | Ordinary Resolution | 226,426,136 | 1,046,315 | 4,113,180 || | to approve the New | (99.54%) | (0.46%) | || | Brit Bonus Share | | | || | Matching Plan 2009 | | | || | adopted by New Brit | | | || | | | | ||-----+----------------------+-------------+-----------+------------|| 3 | Ordinary Resolution | 228,120,971 | 1,018,815 | 2,445,845 || | to approve the New | (99.56%) | (0.44%) | || | Brit Performance | | | || | Share Plan 2009 | | | || | adopted by New Brit | | | || | | | | ||-----+----------------------+-------------+-----------+------------|| 4 | Ordinary Resolution | 222,663,734 | 6,473,782 | 2,448,115 || | to approve the New | (97.17%) | (2.83%) | || | Brit Executive Share | | | || | Option Scheme 2009 | | | || | adopted by New Brit | | | || | | | | ||-----+----------------------+-------------+-----------+------------|| 5 | Ordinary Resolution | 230,899,890 | 110,648 | 575,093 || | to approve the New | (99.95%) | (0.05%) | || | Brit Employee Share | | | || | Ownership Plan 2009 | | | || | adopted by New Brit | | | || | | | | ||-----+----------------------+-------------+-----------+------------|| 6 | Ordinary Resolution | 231,412,633 | 90,782 | 82,216 || | to approve the New | (99.96%) | (0.04%) | || | Brit Sharesave | | | || | Scheme 2009 adopted | | | || | by New Brit | | | || | | | | |+-------------------------------------------------------------------+1,962 Shareholders, holding between them 82,364,975 (26%) total votesattaching to all Shares, did not vote either in person or by proxy atthe General Meeting.Copies of the resolutions passed at the Court Meeting and the GeneralMeeting have been submitted to the UKLA and will shortly be availablefor inspection at the UKLA's document viewing facility, which issituated at the Financial Services Authority, 25 The North Colonnade,Canary Wharf, London, E14 5HS.Cancellation of Treasury SharesUpon the passing of the resolutions at the Court Meeting and theGeneral Meeting, 15,834,412 shares in the capital of the Company heldby the Company in treasury were cancelled.Enquiries:Brit Insurance Holdings PLCDane Douetil, Chief Executive Officer 020 7984 8500Paul Gildersleeves, Head of Corporate Development 020 7984 8763Numis Securities Limited 020 7260 1000Oliver HemsleyStuart SkinnerLexicon Partners Limited 020 7653 6000Angus WintherHaggie Financial 020 7417 8989David HaggiePeter RigbyJuliet TilleyThis announcement does not constitute an invitation or offer to sellor the solicitation of an invitation or offer to buy any security.None of the securities referred to in this announcement shall besold, issued, exchanged or transferred in any jurisdiction incontravention of applicable laws.Numis Securities Limited is acting as sponsor for New Brit's listingand as joint financial adviser to the Company and no one else inconnection with the Proposals and will not be responsible to anyoneother than the Company for providing the protections afforded to itsclients or for providing advice in relation to the Proposals or thecontents of this announcement.Lexicon Partners Limited is acting as joint financial adviser to theCompany and no one else in connection with the Proposals and will notbe responsible to anyone other than the Company for providing theprotections afforded to its clients or for providing advice inrelation to the Proposals or the contents of this announcement.Notice to United States residentsThis announcement is not an offer of securities in the United States.The New Brit shares to be issued in connection with the Proposalswill not be, and are not required to be, registered with the USSecurities and Exchange Commission under the US Securities Act of1933, as amended, in reliance on the exception from registrationprovided by Section 3(a)(10) thereof.Notes to EditorsThe Company's operations comprise three strategic business units:Brit Global Markets, Brit Reinsurance and Brit UK. All three haveaccess to the two regulatory vehicles through which Brit Insuranceunderwrites: Brit Insurance Limited which is a UK FSA regulatedinsurance company and Lloyd's syndicate 2987 which is managed by BritSyndicates Limited. Brit Insurance has UK underwriting offices inLondon, Reading, Birmingham, Bristol, Glasgow, Leeds, Darlington,Belfast and Manchester.For more information please go to: www.britinsurance.com---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 01.12.2009 - 17:23 Uhr
Sprache: Deutsch
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