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by : Alpha Insurance Analysts Limited

Following the recent press speculation regarding Catlin and the movement in its share price, Catlin has confirmed that it has received an approach from XL Group on a possible combination of XL and Catlin, the key terms of which are set out below.

Under the indicative terms of the possible offer, XL would acquire 100% of Catlin for consideration of 410 pence in cash and 0.130 shares of XL for each Catlin common share. On the basis of the closing price of an XL share on 16th December 2014 of $35.01, (an exchange rate of $1.573:£1 and a fully diluted share count of 386 million shares), the possible offer values each Catlin share at 699 pence. Under the terms of this possible offer, Catlin shareholders would not receive a final dividend for the year ended 31st December 2014.

Catlin has also confirmed that it is in advanced negotiations regarding the sale of its interest in Box Innovation Group Limited (trading as ITB). In the event a sale is agreed on terms which generate surplus capital, any distribution of that surplus to Catlin shareholders would be in addition to the indicative terms of the possible offer.

Discussions are currently ongoing between both parties and the final terms of any possible offer are subject to the completion of mutual due diligence. At this stage, there is no certainty that the discussions will lead to any transaction or any certainty as to the final terms on which any such transaction might proceed. A further announcement will be made in due course.