Brit Insurance Holdings PLC announces that the Scheme between Brit and its Scheme Shareholders was today approved by the Court. It is expected that the Scheme will become effective on 21 December 2009, as a result of which Brit Insurance Holdings N.V, a Dutch company listed on the London Stock Exchange, will become the ultimate holding company of the Group.
At the hearing of the Court today, the Court also confirmed the reduction of capital of Brit which was approved by shareholders of the Company on 1 December 2009.
Immediately after the Scheme Effective Date, the Group will have substantially the same business and operations as the Group had before the Scheme Effective Date. The assets and liabilities of the Group immediately after the Scheme Effective Date will not differ substantially from the assets and liabilities which it had before the Scheme Effective Date.
Under the terms of the Scheme, Scheme Shareholders will receive one New Brit Share for each Brit Share that they hold at 6.00 p.m. (GMT) on 18 December 2009.
The New Brit ordinary shares of €1.00 each are expected to be admitted to the Official List and to trading on the London Stock Exchange’s main market for listed securities at 8.00 a.m. (GMT) on 21 December 2009. The listing of the existing ordinary shares of Brit will be cancelled at that time.
New Brit Depositary Interests representing New Brit Shares will be credited to CREST accounts in uncertificated form on 21 December 2009.
On the Scheme becoming effective, the rights and obligations of Brit in respect of its 6.625% subordinated notes due 2030 (the “Notes”) will become rights and obligations of New Brit as the substituted issuer of the Notes. Brit will become a guarantor of New Brit in respect of such rights and obligations. The rights of the holders of the Notes will otherwise remain unchanged.
Capitalised terms used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the circular sent to shareholders on 12 November 2009, to which reference is made for further details.
