23 December 2009
OMEGA INSURANCE HOLDINGS LIMITED
Indication of Requisition of Special General Meeting
Further to its announcement of 7 December 2009, Omega Insurance Holdings Limited (“Omega” or the “Company”) announces that on 22 December 2009 it received a further communication on behalf of Invesco Asset Management Limited (“Invesco”) headed “Requisition Notice” (“Notification”). The Company also notes the statement issued by Invesco on 22 December 2009 regarding Omega.
The Notification calls for the directors of the Company, in accordance with the provisions of section 74 of the Companies Act 1981 of Bermuda (as amended) and/or Bye-law 22 of the Bye-Laws of the Company, to convene a special general meeting for the purposes of considering and, if thought fit, passing the following resolutions of the Company (the “Proposed Resolutions”):
1. that Walter Fiederowicz be removed from the Board of Directors of the Company;
2. that Christopher Clarke be removed from the Board of Directors of the Company;
3. that John Coldman be appointed a Director of the Company to hold office as a Class II Director in place of Walter Fiederowicz;
4. that James Bryce be appointed a director of the Company to hold office as a Class I director in place of Christopher Clarke;
5. that Robin Spencer-Arscott be appointed as an additional director to hold office as a Class II director of the Company;
6. that Jonathan Betts be appointed as an additional director to hold office as a Class II director of the Company;
7. that Ernest Morrison be appointed as an additional director to hold office as a Class I director of the Company; and
8. that David Cooper be appointed as an additional director to hold office as a Class I director of the Company.
The board of directors of the Company (the “Board”) has been advised by the Company’s Bermudian counsel that the Notification still does not constitute a legally binding requisition.
The Board considers the Proposed Resolutions would not be in the best interests of the Company. The Board made a proposal to Invesco on Monday 14 December 2009 and, notwithstanding the announcement issued on 22 December 2009 by Invesco, will continue to seek engagement from Invesco. The Board remains focused on achieving a consensual outcome that avoids the need for a special general meeting and further uncertainty being caused regarding the Company. To that end, it will continue its dialogue with its other key shareholders. A circular to shareholders convening the Special General Meeting and setting out important information regarding the Proposed Resolutions, including the unanimous recommendation by the Board that shareholders vote against the Proposed Resolutions, will, in the absence of agreement being reached in the meantime, be sent to shareholders, and a meeting will be held within the time frame permitted by Bermudian law and the UK Listing Rules, once a valid requisition has been received.
A further announcement will be made in due course.