14 Dec 2007 07:01
Kiln Ltd14 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 14 December 2007 Recommended Cash Acquisition by Tokio Marine & Nichido Fire Insurance Co., Ltd. of Kiln Ltd Summary • The boards of Tokio Marine & Nichido Fire Insurance Co., Ltd. ("TMNF") and Kiln Ltd ("Kiln") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of Kiln by TMNF to be implemented by an amalgamation under the Bermuda Companies Act (the "Acquisition"). • The Acquisition price of 150 pence per Kiln Share values the entire issued and to be issued share capital of Kiln at approximately £442.2 million in aggregate. • The Acquisition price of 150 pence per Kiln Share represents a premium of approximately 40.8 per cent. to the closing price of 106.5 pence per Kiln Share on 10 December 2007, being the last business day prior to Kiln announcing that it was in discussions regarding a possible offer for the Group; a premium of approximately 45.9 per cent. to the average closing price of 102.8 pence per Kiln Share for the 3 months to 13 December 2007 (the last business day prior to announcement); and a premium of approximately 33.0 per cent. to the average closing price of 112.8 pence per Kiln Share for the 12 months to 13 December 2007. • TMNF sees Kiln as playing a pivotal role in the expansion of its international underwriting operations and in enhancing its existing overseas activities. TMNF has a high regard for the management and underwriting teams within Kiln and values highly the culture that has made Kiln the successful business that it is. It is TMNF's intention, therefore, to retain the culture, identity and brand of Kiln. • Working with Kiln management, TMNF intends to develop a joint growth strategy and create a major underwriting platform for international commercial insurance and reinsurance in the UK, US, Continental Europe and Asia. • The Kiln Board, who have been so advised by Lexicon Partners, consider the terms of the offer to be fair and reasonable. In providing advice to the Kiln Board, Lexicon Partners has taken into account the commercial assessment of the Kiln Board. • The Kiln Board intends to recommend unanimously that Kiln Shareholders vote to approve the Acquisition at the Special General Meeting, as those Kiln Directors holding shares have undertaken irrevocably to do in respect of their own beneficial holdings of issued Kiln Shares (save where to do so would affect the tax treatment of such holdings) which amount in aggregate to 1,042,077 Kiln Shares representing approximately 0.36 per cent. of Kiln's issued share capital. • TMNF has also received an irrevocable undertaking from Berkley Insurance Company in respect of 58,567,117 Kiln Shares, representing approximately 20.06 per cent. of Kiln's issued share capital, to vote to approve the Acquisition at the Special General Meeting. TMNF has therefore received irrevocable undertakings to vote to approve the Acquisition in respect of a total of 59,609,194 Kiln Shares, representing in aggregate approximately 20.42 per cent. of Kiln's issued share capital. These irrevocable undertakings will remain binding even if a higher competing offer is made for Kiln. • The Shareholder Circular, setting out the details of the Acquisition and the procedures to be followed to approve the Acquisition, will be posted to Kiln Shareholders shortly. The Acquisition is expected to become effective during the first quarter of 2008. • In light of the proposed Acquisition, Kiln's previously announced capital return is no longer expected to proceed. However, the circular to Kiln Shareholders in relation to the agreed sale of W.R. Berkley Insurance (Europe) Ltd is expected to be dispatched shortly. • FPK is acting as financial adviser to TMNF. Lexicon Partners is acting as financial adviser to Kiln. Mr. Shuzo Sumi, President of TMNF, said: "We have enjoyed a close and long-lasting business relationship with Kiln sinceits formation in 1962 and believe we share the same fundamental values andbusiness philosophy. This agreement represents an important milestone in ourstated strategy to expand internationally and we believe Kiln, with itsunderwriting expertise, skilled employees and strong brand, represents theperfect partner. We are very excited to be working with Kiln and look forward toa long and successful collaboration." Mr. Edward Creasy, Group Chief Executive Officer of Kiln, said: "The Kiln Board believes the Acquisition represents an excellent outcome forKiln, its shareholders, and employees. We believe Kiln's strategy will be facilitated by becoming part of a majorinternational group, which recognises the strength of our brand, respects ourexisting culture and which will provide exciting opportunities for Kiln'semployees. We believe that TMNF, with its established national andinternational presence, its strong balance sheet and matching values willprovide Kiln with excellent opportunities in all these respects. We lookforward to an exciting future working with TMNF." Enquiries: Tokio Marine & Nichido Fire Insurance Tel: +44 (0)20 7831 3113Millea HoldingsMr. Shuji Asano, Group Leader, Corporate Communications Dept. (Tokio Marine)Mr. Kichiichiro Yamamoto, Group Leader, International Business Development Dept.(Millea) Fox-Pitt, Kelton Cochran Caronia Waller Tel: +44 (0) 20 7663 6000(Financial adviser to Tokio Marine & Nichido Fire Insurance)Ian BrimecomeSimon LawRyan Brown Financial Dynamics(Financial PR adviser to Tokio Marine & Nichido Fire Insurance)Ed Gascoigne-Pees Tel: +44 (0)20 7269 7132Paul Marriott Tel: +44 (0)20 7269 7252 Kiln Tel: +44 (0)20 7886 9000Edward Creasy, Group Chief Executive OfficerKate Rogers, Head of Communications Lexicon Partners Tel: +44 (0)20 7653 6000(Financial adviser to Kiln)Angus WintherLucy GarrettNeil Bhadra College Hill Tel: +44 (0) 20 7457 2020(Financial PR adviser to Kiln)Tony FriendRoddy Watt About Tokio Marine & Nichido Fire Insurance Millea, the ultimate holding company of the TMNF Group, is incorporated in Japanand is listed on both the Tokyo and Osaka Stock Exchanges. Consolidated netpremium income of the TMNF Group for the fiscal year 2006 was approximately GBP9 billion with net profits of approximately GBP 390 million. Millea was formed on 2 April 2002 as the holding company for the insurancebusinesses of the then separate insurance companies The Tokio Marine and FireInsurance Co., Ltd. ("Tokio Marine"), and The Nichido Fire and Marine InsuranceCo., Ltd. ("Nichido Fire"). Tokio Marine and Nichido Fire were subsequentlymerged on 1 October 2004 to form TMNF, which is the group's major operatingsubsidiary. TMNF, as the successor of Tokio Marine and Nichido Fire, is the oldest andlargest general insurance company in Japan in terms of net premiums written anddates its origins back to 1879. It underwrites the full range of generalinsurance coverage in Japan. Millea operates in the general insurance, reinsurance and life insurance sectorsglobally, with a presence in approximately 40 countries/areas. Millea alsooperates in the areas of life insurance, variable annuity, asset management,securities and venture capital in Japan. In the UK, TMNF has two insurance operations: 1) Tokio Marine Europe InsuranceLimited, which mainly focuses on direct general insurance with 10 branch officesthroughout Europe; and 2) Tokio Marine Global Ltd., which mainly focuses onreinsurance and is based in London. About Kiln The Kiln Group is an international specialist insurance and reinsurance group,underwriting a portfolio of mainly property related risks supported by multiplesources of capital. The Kiln Group's origins date back to 1962, since when ithas grown organically and through acquisition to become a major globalspecialist underwriter. Kiln, the ultimate holding company of the Kiln Group, is incorporated inBermuda. On 21 May 2007 the common shares of Kiln were admitted to the OfficialList and to trading on the London Stock Exchange's market for listed securitiesfollowing a reorganisation in which the new Bermuda holding company acquired theshares of Kiln plc, now renamed Kiln (UK) Holdings Limited. Kiln's principal UK operating company, R J Kiln & Co. Limited, is managing agentto four syndicates at Lloyd's and, in terms of capacity, is the fourth largestagency trading in the Lloyd's insurance market. Capacity for the syndicates isprovided by corporate members which are members of the Kiln Group and thirdparty capital. In addition to Bermuda and London, Kiln has a presence in Hong Kong, Singapore,South Africa and Belgium. This summary should be read in conjunction with the full text of the followingannouncement and the Appendices. The Acquisition will be subject to theconditions set out in Appendix I to this announcement and to the further termsto be set out in the Shareholder Circular. Certain definitions and terms usedin this announcement are set out in Appendix II. Terms used in this summary shall have the meaning given to them in the fullannouncement. As Kiln is incorporated in Bermuda, the Code does not apply to the Acquisition.However, in accordance with the requirements of Kiln's Bye-Laws TMNF hasundertaken, for so long as the Kiln Board recommend the Acquisition, to complyand to procure that BidCo (once incorporated) complies with the Code in theconduct and execution of the Acquisition as though Kiln were subject to theCode, and Kiln has undertaken to comply with the Code in the conduct andexecution of the Acquisition as though Kiln were subject to the Code. However,both Kiln and TMNF have acknowledged that the Takeover Panel does not havejurisdiction over the Acquisition. Kiln and TMNF have agreed that any disputebetween them relating to the interpretation of the Code for the purposes of theAcquisition or to the exercise of a discretion in the application of the Code tothe Acquisition will be resolved by an independent third party who has, in theopinion of Kiln and TMNF acting reasonably, suitable experience and expertise inrespect of the Code to determine that dispute. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and, therefore, anypersons who are subject to the laws of any jurisdiction other than the UnitedKingdom should inform themselves about, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law and with regard to the Code, and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws and regulations of any jurisdictionoutside of England. This announcement is not intended to, and does not constitute, or form part of,an offer to sell, purchase, exchange or subscribe for or a solicitation of anoffer to sell, purchase or exchange any securities or a solicitation of any voteor approval in any jurisdiction. This announcement does not constitute aprospectus or a prospectus equivalent document. Kiln Shareholders are advised toread carefully the formal documentation in relation to the Acquisition once ithas been despatched. Forward looking statements This announcement may contain forward looking statements that are based oncurrent expectations or beliefs, as well as assumptions about future events.Generally, the words "will", "may", "should", "continue", "believes", "expects","intends", "anticipates" or similar expressions identify forward-lookingstatements. These statements are based on the current expectations of managementand are naturally subject to risks, uncertainties and changes in circumstances.Undue reliance should not be placed on any such statements because, by theirvery nature, they are subject to known and unknown risks and uncertainties andcan be affected by other factors that could cause actual results, andmanagement's plans and objectives, to differ materially from those expressed orimplied in the forward looking statements. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward looking statements. Among the factorsthat could cause actual results to differ materially from those described in theforward looking statements are the ability to combine or reorganise successfullythe businesses of the TMNF and Kiln groups to the extent proposed and to realiseexpected synergies from that combination, changes in the global, political,economic, business, competitive, market and regulatory forces, future exchangeand interest rates, changes in tax rates and future business combinations ordispositions. None of TMNF, BidCo (once incorporated) nor Kiln undertakes any obligation(except as required by the Listing Rules, the Disclosure and Transparency Rulesand the rules of the London Stock Exchange) to revise or update any forwardlooking statement contained in this announcement, regardless of whether thatstatement is affected as a result of new information, future events orotherwise. FPK are acting for TMNF and will act for BidCo (once incorporated) and no oneelse in connection with the Acquisition and will not be responsible to anyoneother than TMNF and BidCo (once incorporated) for providing the protectionsafforded to clients of FPK nor for giving advice in relation to the Acquisition. Lexicon Partners are acting as financial advisers to Kiln and no one else inconnection with the Acquisition and will not be responsible to anyone other thanKiln for providing the protections afforded to clients of Lexicon Partners norfor giving advice in relation to the Acquisition. Numis Securities Limited are acting as brokers to Kiln and no one else inconnection with the Acquisition and will not be responsible to anyone other thanKiln for providing the protections afforded to clients of Numis SecuritiesLimited nor for giving advice in relation to the Acquisition. Dealing Disclosure Requirements Although the Code does not apply to Kiln, as it is a company incorporated inBermuda, the directors of Kiln have resolved, in accordance with Kiln'sBye-Laws, that if any person is, or becomes, "interested" (directly orindirectly) in 1 per cent. or more of any class of "relevant securities" of Kilnas provided in Rule 8.3 of the Code, all "dealings" in any "relevant securities"of Kiln (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the current"offer period" ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Kiln, they will be deemed to be a single person forthe purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Kiln, by Kiln, or by any of their respective "associates", mustbe disclosed by no later than 12.00 noon (London time) on the London businessday following the date of the relevant transaction. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on theTakeover Panel's website (www.thetakeoverpanel.org.uk). If you are in any doubt as to whether or not you are required to disclose a"dealing", you should consult the company secretary of the Company. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 14 December 2007 Recommended Cash Acquisition by Tokio Marine & Nichido Fire Insurance Co., Ltd. of Kiln Ltd 1. Introduction The boards of Tokio Marine & Nichido Fire Insurance Co., Ltd. ("TMNF") and KilnLtd ("Kiln") are pleased to announce that they have reached agreement on theterms of a recommended cash acquisition of Kiln by TMNF. The Acquisition will beimplemented by means of an amalgamation between BidCo, a company to beincorporated as a wholly owned subsidiary of TMNF for the purpose of completingthe Acquisition, and Kiln under the Bermuda Companies Act. 2. The Acquisition Under the Acquisition, which will be subject to the Conditions and to the termsto be set out in the Shareholder Circular, Kiln Shareholders will receive: for each Kiln Share 150 pence in cash The terms of the Acquisition value the entire issued and to be issued sharecapital of Kiln (on the assumptions set out in paragraph (ii) of Appendix III)at approximately £442.2 million. The Acquisition price of 150 pence per Kiln Share represents: - A premium of approximately 16.3 per cent. to the closing price of 129 pence per Kiln Share as at 13 December 2007 (the last business day prior to announcement); - A premium of approximately 40.8 per cent. to the closing price of 106.5 pence per Kiln Share as at 10 December 2007 (the last business day before the announcement by Kiln on 11 December that it was in discussions regarding a possible offer for the Group); - A premium of approximately 45.9 per cent. to the average closing price of 102.8 pence per Kiln Share for the 3 months to 13 December 2007 (the last business day prior to announcement); - A premium of approximately 33.0 per cent. to the average closing price of 112.8 pence per Kiln Share for the 12 months to 13 December 2007 (the last business day prior to announcement); and - a premium of approximately 90.3 per cent. to Kiln's net tangible asset value per Kiln Share as at 30 June 2007. The bases and values used in preparing this announcement are set out in AppendixIII. 3. Recommendation and Reasons for the Recommendation The Kiln Board have concluded that the terms of the Acquisition are moreattractive for shareholders than the Board's previously announced proposed sharebuyback plans and that TMNF represents an excellent partner for Kiln to continuethe development of its business both within the London market andinternationally. The Kiln Board, who have been so advised by Lexicon Partners, consider the termsof the Acquisition to be fair and reasonable. In providing advice to the KilnBoard, Lexicon Partners has taken into account the commercial assessments of theKiln Board. Accordingly, the Kiln Board intend unanimously to recommend that KilnShareholders vote to approve the Acquisition at the Special General Meeting ofKiln. 4. Irrevocable Undertakings TMNF has received irrevocable undertakings from R.D. Chase, N.J. Cosh, E.G.Creasy, P.C.F. Haynes and P.W. Hewitt in respect of an aggregate of 1,042,077Kiln Shares representing approximately 0.36 per cent. of Kiln's issued sharecapital to vote to approve the Acquisition at the Special General Meeting. TMNFhas also received an irrevocable undertaking from Berkley Insurance Company inrespect of 58,567,117 Kiln Shares, representing approximately 20.06 per cent. ofKiln's issued share capital, to vote to approve the Acquisition at the SpecialGeneral Meeting. TMNF has therefore received irrevocable undertakings to vote to approve theAcquisition in respect of a total of 59,609,194 Kiln Shares, representing inaggregate approximately 20.42 per cent. of Kiln's issued share capital. Theseirrevocable undertakings will remain binding in the event of a higher competingoffer being announced for Kiln. In addition, these irrevocable undertakingsoblige the person giving them to accept an Offer announced by BidCo (onceincorporated) on terms no less favourable than the Amalgamation. 5. Implementation Agreement and Amalgamation Agreement Kiln and TMNF have entered into the Implementation Agreement which provides,inter alia, for the implementation of the Amalgamation (or, if applicable, theOffer) and contains certain assurances and confirmations between the parties,including with respect to the implementation of the Amalgamation and regardingthe conduct of the business of the Kiln Group in the period prior to theEffective Time. The Implementation Agreement, together with the AmalgamationAgreement, also sets out the terms and conditions and means of effecting theAmalgamation as required by the Bermuda Companies Act. Completion of theAmalgamation is subject to satisfaction of the Conditions to the Acquisition setout in Appendix I. Certain key provisions of the Implementation Agreement areset out below: Non solicit Kiln has undertaken not at any point prior to the Acquisition Effective Date tosolicit or contact any other person with a view to soliciting any competingproposal. Matching right Kiln has agreed to notify TMNF of any competing proposal and not to recommendany competing proposal which the Kiln Board considers to be superior withincertain time constraints to allow TMNF to exercise its right to match any suchcompeting proposal by revising the proposed terms of the Acquisition. In theevent that TMNF makes a revised offer on terms which, in all material respects,are at least as good as those provided under the competing proposal, Kiln hasfurther agreed to give a unanimous and unqualified recommendation of TMNF'srevised offer. Break fee Kiln has agreed to pay to TMNF a fee of approximately £4.4 million if (i) theKiln Board withdraws or modifies its recommendation of the Acquisition ordecides not to proceed with the Amalgamation and the Amalgamation does notproceed; (ii) if the Amalgamation is withdrawn, lapses or not made and beforethis time another proposal has been announced and (although Kiln has notwithdrawn or modified its recommendation of the Amalgamation) is successfullycompleted; or (iii) the Amalgamation does not proceed because Kiln does notcomply in a material respect with certain specified obligations under theImplementation Agreement. 6. Financing of the Acquisition FPK are satisfied that sufficient resources are available to TMNF to satisfy infull the cash consideration payable to Kiln Shareholders under the terms of theAcquisition. 7. Information on the Kiln Group The Kiln Group is an international specialist insurance and reinsurance group,underwriting a portfolio of mainly property related risks supported by multiplesources of capital. The Kiln Group's origins date back to 1962, since when ithas grown organically and through acquisition to become a major globalspecialist underwriter. Kiln, the ultimate holding company of the Kiln Group, is incorporated inBermuda. On 21 May 2007 the common shares of Kiln were admitted to the OfficialList and to trading on the London Stock Exchange's market for listed securitiesfollowing a reorganisation in which the new Bermuda holding company acquired theshares of Kiln plc, now renamed Kiln (UK) Holdings Limited. Kiln's principal UK operating company, R J Kiln & Co Limited, is managing agentto four syndicates at Lloyd's and, in terms of capacity, is the fourth largestagency trading in the Lloyd's insurance market. Capacity for the syndicates isprovided by corporate members which are members of the Kiln Group and thirdparty capital. In addition to Bermuda and London, Kiln has a presence in Hong Kong, Singapore,South Africa and Belgium. Kiln has recently agreed the sale of its investment in W.R. Berkley Insurance(Europe) Ltd (held through W.R. Berkley London Finance, Limited) for £24.5million, which represents a premium of 31% (£5.8 million) in excess of the valueof the investment recorded in Kiln's accounts as at 30 June 2007. A circular toconvene a special general meeting to approve this transaction is expected to bedispatched shortly. On 6 November 2007, Kiln announced plans to return up to £60 million surpluscapital to shareholders through a tender offer of up to £45 million and furtherongoing market purchases under Kiln's existing share buyback authority. TheKiln Board confirms that, in light of the proposed Acquisition, this capitalreturn is no longer expected to proceed. With this exception, Kiln's currenttrading and prospects remain in line with the trading update issued by the KilnGroup on 22 November 2007. 8. Information on TMNF and BidCo Millea, the ultimate holding company of the TMNF Group, is incorporated in Japanand is listed on both the Tokyo and Osaka Stock Exchanges. Consolidated netpremium income of the TMNF Group for the fiscal year 2006 was approximately GBP9 billion with net profits of approximately GBP 390 million. Millea was formed on 2 April 2002 as the holding company for the insurancebusinesses of the then separate insurance companies The Tokio Marine and FireInsurance Co., Ltd. ("Tokio Marine"), and The Nichido Fire and Marine InsuranceCo., Ltd. ("Nichido Fire"). Tokio Marine and Nichido Fire were subsequentlymerged on 1 October 2004 to form TMNF, which is the TMNF Group's major operatingsubsidiary. TMNF, as the successor of Tokio Marine and Nichido Fire, is the oldest andlargest general insurance company in Japan in terms of net premiums written, anddates its origins back to 1879. It underwrites the full range of generalinsurance coverage in Japan. Millea operates in the general insurance, reinsurance and life insurance sectorsglobally, with a presence in approximately 40 countries/areas. Millea alsooperates in the areas of life insurance, variable annuity, asset management,securities and venture capital in Japan. In the U.K., TMNF has two insurance operations: (1) Tokio Marine EuropeInsurance Limited, which mainly focuses on direct general insurance and has 10branch offices throughout Europe; and (2) Tokio Marine Global Ltd., which mainlyfocuses on reinsurance and is based in London. BidCo will be incorporated in Bermuda as a wholly owned subsidiary of TMNF, inorder to facilitate the intended Amalgamation transaction. The AmalgamatedCompany resulting from the amalgamation of BidCo (once incorporated) and Kilnwill be maintained as a separate entity to Millea's existing Bermuda operations,which mainly focus on catastrophe reinsurance and transformer business. 9. Plans for Kiln TMNF sees Kiln as playing a pivotal role in the expansion of its internationalunderwriting operations and in enhancing its existing overseas activities. TMNFlooks forward to working with Kiln's management to develop a joint growthstrategy in international commercial insurance and reinsurance, in particular inthe US, Continental Europe and Asia. Kiln operates in a highly competitive environment but has managed to develop oneof the leading brands in the market as a result of its strong culture, verystrong underwriting discipline and expertise, all of which are consistent withTMNF's own values and philosophies. TMNF has high regard for the management andunderwriting teams within Kiln, and values highly the culture that has made Kilnthe successful business that it is. It is TMNF's intention, therefore, toretain the culture and identity of Kiln, jointly developing the growth strategyfor the combined businesses and recognising that Kiln is a success because ofthe quality and stability of its people. In addition, the strong brand of Kiln will be retained for existing operationsand new initiatives will be branded in accordance with the respective strengthsof Kiln and TMNF in each region and business line. TMNF views the Names on each of Kiln's syndicates as an important source ofcapital and intends to continue with these arrangements. 10. Management and employees TMNF has given assurances to Kiln that following the Acquisition becomingeffective, it envisages that Kiln and its subsidiaries will continue to observethe existing employment rights of all their respective employees as required byapplicable law and the relevant employment contracts. Kiln will write to participants in the Kiln Share Schemes in due course toinform them of the effect of the Acquisition on their options and awards underthe Kiln Share Schemes and to set out appropriate proposals to be made to theholders of such options and awards. Kiln and TMNF anticipate that Kiln employeeswill continue to participate in appropriate incentive arrangements. 11. Disclosure of interests in Kiln Save for the Kiln Shares which are the subject of the irrevocable undertakingssummarised in paragraph 4 above, as at the close of business on 13 December2007, being the last business day prior to this announcement, neither TMNF norany of the directors of TMNF nor, so far as the directors of TMNF are aware, anyperson acting in concert with TMNF, had an interest in or right to subscribe forrelevant securities of Kiln or had any short position in relation to relevantsecurities of Kiln (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery of any relevant securities of Kiln. 12. Conditions The Acquisition will be subject to the Conditions, including the approval of theAmalgamation Agreement by Kiln Shareholders at the Special General Meeting,approval of the change of control contemplated by the Acquisition by insuranceregulatory authorities in Japan, the United Kingdom, Singapore and Bermuda andantitrust clearance by the German Federal Cartel Office and the South AfricanCompetition Commission. Kiln Shareholders should note that the failure to obtain any of such regulatoryapprovals and clearances, or the rendering of any of such approvals andclearances by any relevant regulatory body on terms or subject to conditionswhich are not reasonably satisfactory to TMNF, would be regarded by TMNF asbeing of material significance to it and BidCo (once incorporated) in thecontext of the Acquisition. 13. Structure of the Acquisition The Acquisition is to be effected by means of an amalgamation between Kiln andBidCo (once incorporated) under the Bermuda Companies Act. The procedureinvolves the submission of the Amalgamation Agreement for approval to a meetingof the Kiln Shareholders and the approval of TMNF, the shareholder of BidCo(which TMNF has undertaken to provide prior to the Special General Meeting) and,once the amalgamation of Kiln and BidCo has been approved by their respectiveshareholders and the other Conditions to the Amalgamation becoming effectivehave been satisfied or (where applicable) waived by TMNF, the issue by theRegistrar of Companies in Bermuda of a certificate of amalgamation. Followingthe issue of the certificate of amalgamation, Kiln Shareholders will receivecash payments from TMNF as described in paragraph 2 above. To be adopted, the Amalgamation Agreement requires the approval of 75 per cent.or more of the Kiln Shareholders voting at the Special General Meeting and theapproval of the shareholder of BidCo (once incorporated). The quorum for theSpecial General Meeting is two persons at least holding or representing by proxymore than one-third of the Kiln Shares in issue. The Amalgamation will onlybecome effective upon submission to the Registrar of Companies in Bermuda of anapplication for registration of the Amalgamated Company and the issue by theRegistrar of Companies in Bermuda of a certificate of amalgamation. Under the terms of the Amalgamation Agreement, at the Effective Time, by virtueof the Amalgamation and without any action on the part of BidCo (onceincorporated), Kiln or Kiln Shareholders, each Kiln Share (other than KilnShares held by BidCo or any subsidiary of Kiln, if any) will be converted intothe right to receive the cash consideration referred to in paragraph 2 above andeach issued share in the capital of BidCo (once incorporated) will be convertedinto one validly issued and fully paid share in the Amalgamated Company. Any Kiln Shareholder who is not satisfied that he has been offered fair valuefor his Kiln Shares and who does not vote in favour of the Amalgamation may,within one month of the giving of the notice convening the Special GeneralMeeting, apply to the Court to appraise the value of his Kiln Shares. If thevalue appraised by the Court is greater than the Acquisition price, then thatKiln Shareholder will receive the difference between the appraised value and theAcquisition price within one month of the Court's appraisal. On the date shown in the certificate of amalgamation, the Amalgamation of Kilnand BidCo and their continuance as one company will become effective, theproperty, rights and assets of each of Kiln and BidCo (once incorporated), inaccordance with the Bermuda Companies Act, will become the property, rights andassets of the Amalgamated Company and the Amalgamated Company will become liablefor the obligations and liabilities of each of Kiln and BidCo. In addition, anyexisting cause of action, claim or liability to prosecution will be unaffectedby the Amalgamation; a civil, criminal or administrative action or proceedingpending by or against Kiln or BidCo (once incorporated) may be continued to beprosecuted by or against the Amalgamated Company; a conviction against, orruling, order or judgment in favour of or against, Kiln or BidCo (onceincorporated) may be enforced by or against the Amalgamated Company; and thecertificate of amalgamation will be deemed to be the certificate ofincorporation of the Amalgamated Company. The Acquisition is expected to become effective during the first quarter of2008. 14. Delisting and re-registration It is intended that TMNF will procure that a request will be made by Kiln to theUK Listing Authority to cancel the listing of the Kiln Shares on the OfficialList and to the London Stock Exchange to cancel the admission to trading of theKiln Shares on the London Stock Exchange's market for listed securities so thatKiln Shares will cease to be listed on the Official List with effect from theEffective Time and the last day of dealing in Kiln Shares on the London StockExchange will be the last dealing day before the Effective Time. In addition,with effect from the Effective Time, entitlements to Kiln Shares held within theCREST system will be cancelled. 15. Code As Kiln is incorporated in Bermuda, the Code does not apply to the Acquisition.However, in accordance with the requirements of Kiln's Bye-Laws TMNF hasundertaken, for so long as the Kiln Board recommend the Acquisition, to complyand to procure compliance by BidCo (once incorporated) with the Code in theconduct and execution of the Acquisition as though Kiln were subject to theCode, and Kiln has undertaken to comply with the Code in the conduct andexecution of the Acquisition as though Kiln were subject to the Code. However,both Kiln and TMNF have acknowledged that the Takeover Panel does not havejurisdiction over the Acquisition. Kiln and TMNF have agreed that any disputebetween them relating to the interpretation of the Code for the purposes of theAcquisition or to the exercise of a discretion in the application of the Code tothe Acquisition will be resolved by an independent third party who has, in theopinion of Kiln and TMNF acting reasonably, suitable experience and expertise inrespect of the Code to determine that dispute. 16. General The Acquisition will be made on the terms and subject to the Conditions set outin Appendix I and to be set out in the Shareholder Circular. Certaindefinitions and terms used in this announcement are set out in Appendix II, andthe bases and values used in this announcement are set out in Appendix III. The Shareholder Circular will be despatched to Kiln Shareholders shortly andwill include full details of the Acquisition, together with notice of theSpecial General Meeting and the expected timetable for the implementation of theAcquisition. The Acquisition will be subject to the applicable requirements of,inter alia, the Code, the London Stock Exchange and the UK Listing Authority. In deciding whether or not to vote to approve the Acquisition, Kiln Shareholdersshould rely on the information contained in, and follow the procedures describedin, the Shareholder Circular and the Form of Proxy. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and, therefore, anypersons who are subject to the laws of any jurisdiction other than the UnitedKingdom should inform themselves about, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law and with regard to the Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws and regulations of any jurisdictionoutside of England. This announcement is not intended to, and does not constitute, or form part of,an offer to sell, purchase, exchange or subscribe for or a solicitation of anoffer to sell, purchase or exchange any securities or a solicitation of any voteor approval in any jurisdiction. This announcement does not constitute aprospectus or a prospectus equivalent document. Kiln Shareholders are advised toread carefully the formal documentation in relation to the Acquisition once ithas been despatched. Forward looking statements This announcement may contain forward looking statements that are based oncurrent expectations or beliefs, as well as assumptions about future events.Generally, the words "will", "may", "should", "continue", "believes", "expects","intends", "anticipates" or similar expressions identify forward-lookingstatements. These statements are based on the current expectations of managementand are naturally subject to risks, uncertainties and changes in circumstances.Undue reliance should not be placed on any such statements because, by theirvery nature, they are subject to known and unknown risks and uncertainties andcan be affected by other factors that could cause actual results, andmanagement's plans and objectives, to differ materially from those expressed orimplied in the forward looking statements. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward looking statements. Among the factorsthat could cause actual results to differ materially from those described in theforward looking statements are the ability to combine successfully thebusinesses of TMNF and Kiln and to realise expected synergies from thatcombination, changes in the global, political, economic, business, competitive,market and regulatory forces, future exchange and interest rates, changes in taxrates and future business combinations or dispositions. Neither TMNF nor Kiln undertakes any obligation (except as required by theListing Rules, the Disclosure and Transparency Rules and the rules of the LondonStock Exchange) to revise or update any forward looking statement contained inthis announcement, regardless of whether that statement is affected as a resultof new information, future events or otherwise. FPK are acting for TMNF and will act for BidCo (once incorporated) and no oneelse in connection with the Acquisition and will not be responsible to anyoneother than TMNF and BidCo (once incorporated) for providing the protectionsafforded to clients of FPK nor for giving advice in relation to the Acquisition. Lexicon Partners are acting as financial advisers to Kiln and no one else inconnection with the Acquisition and will not be responsible to anyone other thanKiln for providing the protections afforded to clients of Lexicon Partners norfor giving advice in relation to the Acquisition. Numis Securities Limited are acting as brokers to Kiln and no one else inconnection with the Acquisition and will not be responsible to anyone other thanKiln for providing the protections afforded to clients of Numis SecuritiesLimited nor for giving advice in relation to the Acquisition. Dealing Disclosure Requirements Although the Code does not apply to Kiln, as it is a company incorporated inBermuda, the directors of Kiln have resolved, in accordance with Kiln'sBye-Laws, that if any person is, or becomes, "interested" (directly orindirectly) in 1 per cent. or more of any class of "relevant securities" of Kilnas provided in Rule 8.3 of the Code, all "dealings" in any "relevant securities"of Kiln (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the current"offer period" ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Kiln, they will be deemed to be a single person forthe purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Kiln, by Kiln, or by any of their respective "associates", mustbe disclosed by no later than 12.00 noon (London time) on the London businessday following the date of the relevant transaction. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on theTakeover Panel's website (www.thetakeoverpanel.org.uk). If you are in any doubt as to whether or not you are required to disclose a"dealing", you should consult the Company Secretary of the Company. APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION (A) Conditions of the Acquisition 1. The Acquisition will become effective on all of the followingevents having occurred on or before the Long Stop Effective Date: (a) the Amalgamation Agreement having been passed by a threefourths majority of the Kiln Shareholders voting in person or by proxy at theSpecial General Meeting; (b) the delivery to the Registrar of Companies in Bermuda of alldocumentation and consents required to implement the Amalgamation pursuant tothe Bermuda Companies Act; and (c) the issue by the Registrar of Companies in Bermuda of acertificate of amalgamation pursuant to the Bermuda Companies Act. 2. In addition, Kiln and TMNF (for itself and on behalf ofBidCo) have agreed that the Acquisition will be conditional upon the followingmatters and, accordingly, the necessary actions to make the Acquisitioneffective will not be taken unless such Conditions (as amended if appropriate)have been satisfied (or waived, in accordance with paragraph 1 of Part B of thisAppendix): (a) the Financial Services Authority giving notice in writing undersection 184(1) of FSMA, in terms reasonably satisfactory to TMNF, of itsapproval (or being treated as having given its approval by virtue of section 184(2) of FSMA) in respect of any acquisition of or increase in control over (asdefined in section 179 and section 180 of FSMA) any member of the Wider KilnGroup which is a UK authorised person (as defined in section 178(4) of FSMA),which in either case would result from the Acquisition; (b) Lloyd's providing consent in writing under section 12 of theLloyd's Membership Byelaw or section 43 of the Lloyd's Underwriting Byelaw(number 2 of 2003) (as the case may be), in terms reasonably satisfactory toTMNF, in respect of any change in the controller of any member of the Kiln Groupwhich is a corporate member or a managing agent of the Lloyd's which wouldresult from the Acquisition; (c) Approval of the Commissioner of the Financial Services Agencyof Japan under Article 106 (4) of the Insurance Business Law of Japan (Law No.105 of 1995, as amended) (the "IBLJ") is obtained by TMNF in respect of makingany member of the Kiln Group become a subsidiary (as defined in Article 2 (12)of the IBLJ) of TMNF which would result from the Acquisition; (d) the Bermuda Monetary Authority confirming that it has noobjection to any change in the shareholder controller of any member of the KilnGroup which is a registered person under the Insurance Act 1978 of Bermuda whichwould result from the Acquisition; (e) the written approval of the Monetary Authority of Singaporeunder Regulation 6A(1)(d) of the Insurance (Lloyd's Asia Scheme) Regulations(the "Lloyd's Asia Scheme Regulations"), in terms reasonably satisfactory toTMNF, in respect of the significant change in ownership of Kiln Marine SingaporePte Ltd, a service company registered with Lloyd's of London Asia (Pte) Limitedunder Regulation 6 of the Lloyd's Asia Scheme Regulations, which would resultfrom the Acquisition; (f) in the event that the Acquisition constitutes a concentrationwith a Community Dimension under Council Regulation (EC) 139/2004 (the"Regulation"), the European Commission issuing a decision under Article 6(1)(b)of the Regulation, or being deemed to have done so under Article 10(6) of theRegulation, declaring the Acquisition compatible with the Common Market withoutattaching to its decision any conditions or obligations that are notsatisfactory to TMNF and in the event that a request under Article 9(2) of theRegulation has been made by a Member State, the European Commission indicatingthat it has decided not to refer the Acquisition (or any part thereof) or anymatter arising therefrom to a competent authority of a Member State inaccordance with Article 9(1) of the Regulation; (g) in the event that the Acquisition does not constitute aconcentration with a Community Dimension under the Regulation, the prohibitionon closing contained in Section 41(1) of the German Act against Restraints ofCompetition (Gesetz gegen Wettbewerbsbeschraenkungen - GWB) being lifted as aresult of the German Federal Cartel Office (Bundeskartellamt): (i) failing to inform the parties notifying the Acquisition withinone month of receipt of a completion notification (Section 40(1) GWB) that itintends to initiate an in-depth investigation of the Acquisition(Hauptpruefverfahren) under Section 40(2) GWB; (ii) after receipt of a complete notification (Section 40(1) GWB),approving the Acquisition by informing the parties in writing that thepreconditions for prohibition in Section 36(1) GWB are not met and that ittherefore does not intend to initiate an in-depth investigation of theAcquisition (Hauptpruefverfahren) under Section 40(2) GWB, without attaching toits decision any conditions which are not satisfactory to TMNF; or (iii) after having informed the parties within one month from receipt ofthe notification that it is initiating an examination of the concentration (mainproceedings, Section 40(1) GWB), either failing to serve the parties with adecision prohibiting the Acquisition within a period of four months from receiptof the complete notification or deciding to clear the transaction within thatperiod, subject to an extension under the conditions set out in Section 40(2)GWB, without attaching to its decision conditions which are not satisfactory toTMNF; (h) the Competition Commission or the Competition Tribunal of SouthAfrica approving the Acquisition (or being deemed to have done so) under theapplicable competition legislation without any condition being attached thereto; (i) there being in full force and effect all other necessaryRelevant Authority Clearances including all authorisations, consents andapprovals required from the Bermuda Monetary Authority, the Japanese FinancialServices Authority, the Monetary Authority of Singapore and Lloyd's for theimplementation and entering into of the Acquisition, without any conditions,requirements, limitations, restrictions or undertakings, except for anyconditions, requirements, limitations, restrictions or undertakings customarilyimposed by the applicable regulatory body in change of control transactions,(which conditions shall not include any obligation by or on behalf of BidCo,TMNF or any of their respective Affiliates to (i) invest, contribute or loancapital or assets to, guarantee or pledge capital or assets for the benefit of,or maintain, support or guarantee a minimum level of capital or surplus of, Kilnor any other member of the Kiln Group, (ii) sell, divest, hold separate, orotherwise dispose of any of their or of Kiln's or any other member of the KilnGroup's respective businesses, operations, product lines or assets or (iii)conduct Kiln's or any other member of the Kiln Group's respective businesses ina specified manner), in each case to an extent which is material in the contextof the Wider Kiln Group; (j) no Third Party having intervened (as defined below) and therenot continuing to be outstanding any statute, regulation or order of any ThirdParty in each case which would or might: (i) make the Acquisition or its implementation or the acquisition orproposed acquisition by TMNF or any member of the Wider TMNF Group of any sharesor other securities in, or control or management of, Kiln or any member of theWider Kiln Group void, illegal or unenforceable under the laws of any relevantjurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit,restrict or delay the same to any material degree or impose material additionalconditions or obligations with respect to the Acquisition or such acquisition,or otherwise materially impede, challenge or interfere with the Acquisition orsuch acquisition, or require material amendment to the terms of the Acquisitionor the acquisition or proposed acquisition of any Kiln Shares or of any sharesor other securities in or control or management of Kiln or any member of theWider Kiln Group by TMNF or any member of the Wider TMNF Group; (ii) materially limit or materially delay, or impose any materiallimitations on, the ability of any member of the Wider TMNF Group or any memberof the Wider Kiln Group to acquire or to hold or to exercise effectively,directly or indirectly, all or any rights of ownership in respect of shares orother securities in, or to exercise voting or management control over, anymember of the Wider Kiln Group or any member of the Wider TMNF Group; (iii) require any member of the Wider TMNF Group or the Wider Kiln Groupto acquire or offer to acquire any shares, other securities (or the equivalent)or interest in any member of the Wider Kiln Group or any asset owned by anythird party (other than in the implementation of the Acquisition) which ismaterial in the context of the Wider TMNF Group or the Wider Kiln Group as awhole; (iv) require, prevent or materially delay the divestiture or materiallyalter the terms envisaged for any proposed divestiture by any member of theWider TMNF Group of any shares or other securities in Kiln or any member of theWider Kiln Group; (v) require, prevent or materially delay the divestiture or materiallyalter the terms envisaged for any proposed divestiture by any member of theWider TMNF Group or by any member of the Wider Kiln Group of all or any portionof their respective businesses, assets or properties or materially limit theability of any of them to conduct any of their respective businesses or to ownor control any of their respective assets or properties or any part thereof toan extent which is material in the context of the Wider TMNF Group or the WiderKiln Group as a whole; (vi) require any person including, without limitation, TMNF or anymember of the Wider TMNF Group or any of their respective affiliates tocontribute any capital or provide financial resources or support of any naturewhatsoever at any time to any member of the Wider Kiln Group which is materialin the context of the Wider TMNF Group or the Wider Kiln Group as a whole; (vii) limit the ability of any member of the Wider TMNF Group or of theWider Kiln Group to conduct or integrate or co ordinate its business, or anypart of it, with the businesses or any part of the businesses of any othermember of the Wider TMNF Group or of the Wider Kiln Group to an extent which ismaterial in the context of the Wider TMNF Group or the Wider Kiln Group as awhole; (viii) result in any member of the Wider Kiln Group or the Wider TMNF Groupceasing to be able to carry on any business which is material in the context ofthe Wider Kiln Group or the Wider TMNF Group, as applicable, under any nameunder which it presently does so; or (ix) otherwise adversely affect in any material respect the financialor trading position of any member of the Wider Kiln Group or of the Wider TMNFGroup, and all applicable waiting and other time periods during which any Third Partycould intervene under the laws of any relevant jurisdiction having expired,lapsed or been terminated; (k) all notifications and filings which are necessary having beenmade, all appropriate waiting and other time periods (including any extensionsof such waiting and other time periods) under any applicable legislation orregulation of any relevant jurisdiction having expired, lapsed or beenterminated (as appropriate) and all necessary statutory or regulatoryobligations in any relevant jurisdiction having been complied with, in each casein connection with the Acquisition or the acquisition or proposed acquisition ofany shares or other securities in, or control or management of, Kiln or anyother member of the Wider Kiln Group by any member of the Wider TMNF Group; (l) all Authorisations which are necessary in any relevantjurisdiction for or in respect of the Acquisition or the acquisition or proposedacquisition of any shares or other securities in, or control or management of,Kiln or any other member of the Wider Kiln Group by any member of the Wider TMNFGroup or the carrying on by any member of the Wider Kiln Group of its businesshaving been obtained, in terms and in a form reasonably satisfactory to TMNF,from all appropriate Third Parties or from any persons or bodies with whom anymember of the Wider Kiln Group has entered into contractual arrangements (wherethe absence of such Authorisations would have a material adverse effect on theWider Kiln Group as a whole) and all such Authorisations remaining in full forceand effect and there being no notice or intimation of any intention to revoke,suspend, restrict, modify or not to renew any of the same which would, in anycase, have a material adverse effect on the Wider Kiln Group as a whole; (m) since 13 March 2007 and except as publicly announced by Kilnprior to 14 December 2007 (by the delivery of an announcement to a RegulatoryInformation Service) or otherwise fairly disclosed to the Wider TMNF Group orTMNF, there being no provision of any arrangement, agreement, licence, permit,franchise or other instrument to which any member of the Wider Kiln Group is aparty, or by or to which any such member or any of its assets is or are or maybe bound, entitled or subject or any circumstance, which, in each case as aconsequence of the Acquisition or the acquisition or proposed acquisition of anyshares or other securities in, or control of, Kiln or any other member of theWider Kiln Group by any member of the Wider TMNF Group or because of a change inthe control or management of any member of the Wider Kiln Group or otherwise,could or might result in: (i) any monies borrowed by or any other indebtedness or liabilities(actual or contingent) of, or any grant available to, any member of the WiderKiln Group being or becoming repayable or capable of being declared repayableimmediately or prior to its stated repayment date or the ability of any memberof the Wider Kiln Group to borrow monies or incur any indebtedness beingwithdrawn or inhibited or becoming capable of being withdrawn or inhibited; (ii) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property, assetsor interests of any member of the Wider Kiln Group or any such mortgage, chargeor other security interest (wherever created, arising or having arisen) becomingenforceable; (iii) any such arrangement, agreement, licence, permit, franchise orinstrument, or the rights, liabilities, obligations or interests of any memberof the Wider Kiln Group thereunder, being terminated or materially adverselymodified or affected or any onerous action being taken or any obligation orliability arising thereunder; (iv) any asset or interest of any member of the Wider Kiln Group beingor falling to be disposed of or charged or ceasing to be available to any memberof the Wider Kiln Group or any right arising under which any such asset orinterest could be required to be disposed of or charged or could cease to beavailable to any member of the Wider Kiln Group otherwise than in the ordinarycourse of business; (v) any member of the Wider Kiln Group ceasing to be able to carry onbusiness under any name under which it presently does so; (vi) the creation of liabilities (actual or contingent) by any member ofthe Wider Kiln Group; (vii) the rights, liabilities, obligations or interests of any member ofthe Wider Kiln Group under any such arrangement, agreement, licence, permit,franchise or other instrument or the interests or business of any such member inor with any other person, firm, company or body (or any arrangement orarrangements relating to any such interests or business) being terminated oradversely modified or affected; (viii) the value of, or the financial or trading position of, any member ofthe Wider Kiln Group being prejudiced or adversely affected; (ix) no event having occurred which, under any provision of any sucharrangement, agreement, licence, permit or other instrument, is reasonablylikely to result in any of the events or circumstances which are referred to inparagraphs (i) to (viii) of this Condition 2(m); and (x) any liability of any member of the Wider Kiln Group to make anyseverance, termination, bonus or other payment to any of its directors or otherofficers, in each case to an extent which is material in the context of the Wider KilnGroup as a whole; (n) since 13 March 2007 and except as publicly announced by Kilnprior to 14 December 2007 (by the delivery of an announcement to a RegulatoryInformation Service) or otherwise fairly disclosed to the Wider TMNF Group orTMNF, or as provided in the Implementation Agreement, no member of the WiderKiln Group having: (i) issued or agreed to issue, or authorised the issue of, additionalshares of any class, or securities convertible into or exchangeable for, orrights, warrants or options to subscribe for or acquire, any such shares orconvertible securities or transferred or sold or agreed to transfer or sell orauthorised the transfer or sale of any shares out of treasury, other than asbetween Kiln and wholly owned subsidiaries of Kiln other than any shares issuedor shares transferred from treasury upon the exercise of any options grantedunder any of the Kiln Share Schemes; (ii) (save for such transactions between members of the Kiln Group)purchased or redeemed or repaid or announced any proposal to purchase, redeem orrepay any of its own shares or other securities or reduced or made any otherchange to any part of its share capital; (iii) recommended, declared, paid or made or proposed to recommend,declare, pay or make any dividend or other distribution whether payable in cashor otherwise or made any bonus issue (other than to Kiln or a wholly ownedsubsidiary of Kiln); (iv) except as between Kiln and its wholly-owned subsidiaries or betweensuch wholly-owned subsidiaries, made or, authorised or announced an intention topropose any change in its loan capital; (v) merged with, demerged from or acquired any body corporate,partnership or business or acquired or disposed of or transferred, mortgaged,charged or created any security interest over any assets or any right, title orinterest in any assets that is material in the context of the Wider Kiln Grouptaken as a whole (including shares in any undertaking and trade investments) orauthorised or announced any intention to do the same; (vi) issued or, authorised the issue of, or made any material change inor to, any debentures or incurred or increased any material indebtedness orliability (actual or contingent) (save as between Kiln and its wholly-ownedsubsidiaries); (vii) entered into, materially varied, or authorised or announced itsintention to enter into or vary, any material agreement, transaction,arrangement or commitment (whether in respect of capital expenditure orotherwise) which: (A) is of a long term, onerous or unusual nature or magnitude orwhich could involve an obligation of such nature or magnitude; (B) could materially restrict the business of any member of theWider Kiln Group; or (C) is other than in the ordinary course of business; (viii) entered into, implemented, effected or authorised or announced itsintention to implement or effect, any material merger, demerger, reconstruction,amalgamation, scheme, commitment or other transaction or arrangement in respectof itself or another member of the Wider Kiln Group; (ix) entered into any material, or varied in any material respect theterms of, any contract, agreement or arrangement with any of the directors orsenior executives of any member of the Wider Kiln Group save for salaryincreases, bonuses or variations of terms in the ordinary course of business; (x) (other than in respect of a member of the Wider Kiln Group whichis dormant and was solvent at the relevant time) taken any steps, corporateaction or had any legal proceedings instituted or threatened against it orpetition presented or order made in relation to the suspension of payments, amoratorium of any indebtedness, its winding up (voluntarily or otherwise),dissolution or reorganisation or for the appointment of a receiver,administrator, administrative receiver, trustee or similar officer of all or anypart of its assets and revenues or any analogous proceedings in any jurisdictionor appointed any analogous person in any jurisdiction; (xi) been unable, or admitted in writing that it is unable, to pay itsdebts or commenced negotiations with one or more of its creditors with a view torescheduling or restructuring any of its indebtedness, or having stopped orsuspended (or threatened to stop or suspend) payment of its debts generally orceased or threatened to cease carrying on all or a substantial part of itsbusiness which is material in the context of the Wider Kiln Group as a whole; (xii) waived or compromised any material claim other than in the ordinarycourse of business; (xiii) made any material alterations to its bye-laws, memorandum orarticles (or equivalent constitutional documents) of association; (xiv) save in relation to changes made or agreed or consented to or stepstaken to comply with changes to legislation: (A) made or agreed or consented to any arrangements with the trustees ofany pension scheme, in which it or any member of its group participates, to payemployer contributions to such scheme other than those employer contributionsagreed with the trustees at the date of this offer (including the agreedcontribution of £2 million to be paid to the trustees of the Kiln UK PensionScheme); (B) terminated any employer's liability to made contributions to suchscheme; (C) taken any action which would "freeze" or trigger the wind-up of suchscheme or, since 27 April 2004, taken action to prevent the recovery of a debtarising under section 75 of the Pensions Act 1995; (D) made or agreed to make any amendment to the terms of such scheme; (E) changed or agreed to change the company-appointed trustees orappoint an independent trustee in respect of such scheme; (F) approached the Pensions Regulator in relation to the amalgamation;or (G) made any representation to the trustees of such scheme in relationto the operation of the scheme after the amalgamation, in each case to an extent which is material in the context of the Wider KilnGroup as a whole; (xv) proposed, agreed to provide or modified the terms of any shareoption scheme, incentive scheme or other benefit relating to the employment ortermination of employment of any person employed by the Wider Kiln Group whichare material in the context of the Wider Kiln Group as a whole; or (xvi) entered into any agreement, commitment or arrangement or passed anyresolution or made any offer (which remains open for acceptance) or proposed orannounced any intention with respect to any of the transactions, matters orevents referred to in this Condition 2(n); (o) since 13 March 2007 and except as publicly announced by Kilnprior to 14 December 2007 (by the delivery of an announcement to a RegulatoryInformation Service) or otherwise fairly disclosed to the Wider TMNF Group orTMNF: (i) there having been no material adverse change or deterioration inthe business, assets, financial or trading positions or profits of any member ofthe Wider Kiln Group to an extent which is material in the context of the WiderKiln Group as a whole; (ii) no contingent or other liability of any member of the Wider KilnGroup having arisen or become apparent or increased to an extent which ismaterial in the context of the Wider Kiln Group as a whole; (iii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider Kiln Group is or may become a party(whether as claimant, defendant or otherwise) having been threatened, announced,implemented or instituted by or against or remaining outstanding against or inrespect of any member of the Wider Kiln Group in each case which mightreasonably be expected to have a material adverse effect on the Wider Kiln Groupas a whole; (iv) no enquiry or investigation by, or complaint or reference to, anyThird Party having been threatened, announced, implemented, instituted by oragainst or remaining outstanding against or in respect of any member of theWider Kiln Group which has, or might reasonably be expected to have, amaterially adverse effect on the Wider Kiln Group taken as a whole; and (v) no steps having been taken and no omissions having been made whichare likely to result in the withdrawal, cancellation, termination ormodification of any licence held by any member of the Kiln Group, which isnecessary for the proper carrying on of its business and the withdrawal,cancellation, termination or modification of which is material and likelyadversely to affect the Kiln Group taken as a whole; (p) Save as fairly disclosed in writing to TMNF or its advisers oras otherwise announced to a Regulatory Information Service prior to 14 December2007, TMNF not having discovered: (i) that any financial or business or other information concerningthe Wider Kiln Group disclosed at any time by or on behalf of any member of theWider Kiln Group, whether publicly, to any member of the Wider TMNF Group or toany of their advisers or otherwise, is materially misleading or contains anymaterial misrepresentation of fact or omits to state a fact necessary to makeany information contained therein not materially misleading and which ismaterial in the context of the Wider Kiln Group as a whole, and was notsubsequently corrected before 14 December 2007 by disclosure either publicly orotherwise to TMNF; (ii) that any member of the Wider Kiln Group is subject to anymaterial liability (actual or contingent) which is material in the context ofthe Wider Kiln Group as a whole; (iii) any information which materially affects the import of anyinformation disclosed at any time by or on behalf of any member of the WiderKiln Group; (iv) that any past or present member of the Wider Kiln Group has notcomplied with any applicable legislation or regulations of any jurisdiction withregard to the use, treatment, handling, storage, transport, release, disposal,discharge, spillage, leak or emission of any waste or hazardous substance or anysubstance likely to impair the environment or harm human health, or otherwiserelating to environmental matters or the health and safety of any person, orthat there has otherwise been any such use, treatment, handling, storage,transport, release, disposal, discharge, spillage, leak or emission (whether ornot this constituted a non compliance by any person with any legislation orregulations and wherever the same may have taken place) which, in any case,would be likely to give rise to any material liability (whether actual orcontingent) or material cost on the part of any member of the Wider Kiln Groupwhich is likely to be material in the context of the Wider Kiln Group taken as awhole; (v) that there is, or is likely to be, any material liability, whetheractual or contingent, to make good, repair, reinstate or clean up any propertynow or previously owned, occupied or made use of by any past or present memberof the Wider Kiln Group or any other property or any controlled waters under anyenvironmental legislation, regulation, notice, circular, order or other lawfulrequirement of any relevant authority or third party or otherwise, which islikely to be material in the context of the Wider Kiln Group as a whole; or (vi) that circumstances exist whereby a person or class of persons wouldbe likely to have a claim in respect of any services provided by any past orpresent member of the Wider Kiln Group, which claim would be likely tomaterially or adversely affect any such member and be material in the context ofthe Wider Kiln Group as a whole; (q) the disposal of Kiln's interest in W.R. Berkley London Finance,Limited and W.R. Berkley London Holdings, Limited for a total consideration of£24.5 million having become unconditional in all respects or, if the conditionsapplicable to such disposal have not been satisfied or are not capable of beingsatisfied, that Kiln has the right to require Berkley London Holdings, Inc. topurchase such interest at a price of £24.5 million; and (r) the Implementation Agreement not having been terminated inaccordance with its terms. For the purpose of these Conditions (i) "Third Party" means any central bank,government, government department or governmental, quasi governmental,supranational, statutory, regulatory or investigative body, authority (includingany national anti trust or merger control authority), court, trade agency,association, institution or professional or environmental body or any otherperson or body whatsoever in any relevant jurisdiction; and (ii) a Third Partyshall be regarded as having "intervened" if it has decided to take, institute,implement or threaten any action, proceeding, suit, investigation, enquiry orreference or made, proposed or enacted any statute, regulation, decision ororder or taken any measures or other steps or required any action to be taken orinformation to be provided or otherwise having done anything and "intervene"shall be construed accordingly. (B) Certain further terms of the Proposals 1. TMNF reserves the right to waive all or any of the aboveconditions, in whole or in part, except conditions 1(a), (b) and (c) and 2(a),(b), (c), (d), (e), (f), (g) and (h). 2. The Acquisition will lapse and will not proceed unless allthe above Conditions are fulfilled or (if capable of waiver) waived or, whereappropriate, determined by TMNF to have been satisfied or remain satisfied priorto the Acquisition becoming effective. TMNF shall be under no obligation towaive or treat as fulfilled any of Conditions 2 (a) to (r) above inclusive by adate earlier than the date specified above for the fulfilment thereofnotwithstanding that the other Conditions may at such earlier date have beenwaived of fulfilled and that there are at such earlier date no circumstancesindicating that the Conditions may not be capable of fulfilment. 3. The Acquisition will be on the terms and will be subject,inter alia, to the Conditions set out in paragraphs 1 and 2 of Part A of thisAppendix I and those terms which will be set out in the Shareholder Circular andsuch further terms as may be required to comply with the Listing Rules of the UKListing Authority and the provisions of the Code in so far as the Boarddetermine, in accordance with the Bye-Laws, that such provision of the Code isapplicable to the Acquisition. 4. TMNF reserves the right to elect with the consent of theBoard (such consent not to be unreasonably withheld or delayed) to implement theAcquisition by way of Offer. In such event, any such offer will be implementedon the same terms, subject to appropriate amendments, including (withoutlimitation), an acceptance condition set at not more than 75.01 per cent. of theKiln Shares to which the offer relates and TMNF agrees that any such offer shallnot lapse due to the non-fulfilment of that acceptance condition prior to thefinal day set by the Board, in accordance with the Code, as "Day 60" unless theBoard otherwise agrees. 5. The availability of the Acquisition to persons not residentin the United Kingdom, and their ability to vote on the Acquisition, may beaffected by the laws of any relevant jurisdiction. Persons who are not residentin the United Kingdom should inform themselves about and observe any applicablerequirements. APPENDIX II DEFINITIONS The following definitions apply throughout this announcement unless the contextotherwise requires: "Acquisition" the proposed acquisition of control over Kiln by TMNF to be effected by means of the Amalgamation or, should TMNF so elect with the consent of the Board (such consent not to be materially withheld or delayed), by means of the Offer; "Acquisition Effective Date" either (i) the date upon which the Amalgamation becomes effective in accordance with its terms; or (ii) if TMNF elects with the consent of the Board (such consent not to be materially withheld or delayed) to implement the Acquisition by way of the Offer, the date that the Acquisition becomes or is declared unconditional in all respects; "Affiliate" in relation to a party, any person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the party, and for these purposes a party shall be deemed to control a person if such party possesses, directly or indirectly, the power to direct or cause the direction of the management (including, without limitation, investment management) and policies of the person, whether through the ownership of voting securities, control of voting rights, by contract or otherwise; "Amalgamated Company" the Bermuda exempted company resulting from the Amalgamation which is intended to be named Kiln Ltd; "Amalgamation" the proposed amalgamation between BidCo (once incorporated) and Kiln under the Bermuda Companies Act to effect the Acquisition, the full terms of which will be set out in the Shareholder Circular; "Amalgamation Agreement" the conditional agreement effecting the Amalgamation to be entered into between BidCo (once incorporated) and Kiln; "Authorisations" authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, certificates, provisions, permissions or approvals; "Bermuda Companies Act" the Companies Act 1981 of Bermuda, as amended; "BidCo" a company to be incorporated in Bermuda as a wholly-owned subsidiary of TMNF in accordance with the terms of the Implementation Agreement; "Board" the board of directors of BidCo or Kiln, as the context may require; "business day" any day, other than a Saturday, Sunday or public or bank holiday, on which banks in Bermuda, London and Tokyo are generally open for business; "Bye-Laws" the bye-laws of Kiln from time to time; "Clearances" all consents, clearances, permissions and waivers as may be necessary or desirable (in the reasonable opinion of TMNF and Kiln) and all filings and waiting periods as may be necessary or desirable (in the reasonable opinion of TMNF and Kiln), from or under the laws, regulations or practices applied by any Relevant Authority in connection with the implementation of, in each case to the extent relevant, the Amalgamation or the Offer (including, but not limited to any such consents, clearances, permissions, waivers and all filing and waiting periods as are set out in the Conditions) and references to Clearances having been satisfied shall be construed as meaning that the foregoing have been obtained on terms reasonably satisfactory to Kiln and TMNF, or where appropriate, made or expired; "Code" the City Code on Takeovers and Mergers; "Companies Act 1985" the Companies Act 1985 of Great Britain (as amended); "Companies Act 2006" the Companies Act 2006 of Great Britain (as amended); "Conditions" the conditions to the Acquisition set out in Appendix 1 to this announcement; "Court" the Supreme Court of Bermuda; "CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which CRESTCo is the Operator (as defined in the Uncertificated Securities Regulations 2001); "CRESTCo" Euroclear UK & Ireland Limited; "Directors" or "Kiln Directors" all of the directors of Kiln, as at the date of this announcement; "Effective Time" the time on the Acquisition Effective Date at which the Amalgamation shall become effective pursuant to the Bermuda Companies Act; "Financial Services Authority" the UK Financial Services Authority; "Form of Proxy" the form of proxy for use at the Special General Meeting which will accompany the Shareholder Circular; "FPK" Fox-Pitt, Kelton Cochran Caronia Waller who are acting for TMNF and will act for BidCo (once incorporated) and no one else in connection with the Acquisition and will not be responsible to anyone other than TMNF and BidCo (once incorporated) for providing the protections afforded to clients of FPK nor for giving advice in relation to the Acquisition; "FSMA" the United Kingdom's Financial Services and Markets Act 2000 (as amended); "Implementation Agreement" the Implementation Agreement dated the date of this announcement between TMNF and Kiln; "Kiln" or "Company" Kiln Ltd, a company incorporated under the laws of Bermuda with registered number 39424 and having its registered office at Clarendon House, 2 Church Street, Hamilton, HM11 Bermuda; "Kiln Group" Kiln and its subsidiaries; "Kiln Shares" the common shares and Series A preferred share, each of par value one pence, in the capital of Kiln; "Kiln Shareholders" holders of Kiln Shares from time to time; "Kiln Shareholdings" the holdings of the Kiln Shares held by the relevant Kiln Shareholders; "Kiln Share Schemes" the Kiln 1998 Executive Share Option Scheme, the Kiln Trustees Limited 1998 Unapproved Share Option Scheme and the Kiln Employee Co-Investment Plan; "Lexicon Partners" Lexicon Partners Limited who are acting as financial advisers to Kiln and no one else in connection with the Acquisition and will not be responsible to anyone other than Kiln for providing the protections afforded to clients of Lexicon Partners nor for giving advice in relation to the Acquisition; "Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the FSMA, and contained in the UK Listing Authority's publication of the same name; "Lloyd's" the Society and Corporation of Lloyd's created and governed by the Lloyd's Acts 1871 - 1982, including the Council of Lloyd's (and its delegates and other persons through whom the Council may act), as the context may require; "Lloyd's Membership Byelaw" the Lloyd's Membership Byelaw made by the Council of Lloyds on 7 December 2005; "London Stock Exchange" London Stock Exchange plc; "Long Stop Effective Date" 11.59 pm London time on the earlier of (a) 30 June 2008 or (b) the 90th day after the satisfaction of the last of the conditions referred to in 2(a), (b), (d), (e), (f), (g) or (h) of Appendix 1, or such later date as the parties may agree in writing; "Millea" Millea Holdings, Inc., a company incorporated under the laws of Japan with its registered office at Tokyo Kaijo Nichido Building Shinkan, 1-2-1 Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan; "Offer" should BidCo elect to effect the Acquisition by way of an offer with the consent of the Board (such consent not to be materially withheld or delayed), the offer to be made for all of the Kiln Shares (other than Kiln Shares already held at the date of the offer by, or by a nominee for, BidCo or its subsidiary) on the terms and subject to the conditions to be set out in the Offer Document and in the related form of acceptance including, where the context requires, any subsequent revision, variation, extension or renewal thereof; "Offer Document" the document which would be despatched to (amongst others) holders of Kiln Shares pursuant to which the Offer, if any, would be made; "Official List" the Official List of the UK Listing Authority; "Regulatory Information any of the services set out in Appendix 3 to the Listing Rules from time toService" time; "Relevant Authority" any court or competition, antitrust, national, supranational or supervisory body or other government, governmental, trade or regulatory agency or body, in each case in any jurisdiction and including, without limitation the Bermuda Monetary Authority, the Japanese Financial Services Authority, the Monetary Authority of Singapore, the UK Listing Authority and the Financial Services Authority; "Shareholder Circular" the document to be sent to Kiln Shareholders containing and setting out, among other things, the terms and conditions of the Acquisition and containing the notice convening the Special General Meeting; "Special General Meeting" the special general meeting of Kiln Shareholders (and any adjournment thereof) to be convened in connection with the Acquisition; "subsidiary" has the meaning ascribed to it under the United Kingdom's Companies Act 1985 other than paragraph 20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose; "Takeover Panel" the Panel on Takeovers and Mergers; "TMNF" Tokio Marine & Nichido Fire Insurance Co., Ltd., a company incorporated under the laws of Japan with registration number 01099-01-008824 and having its head office at 2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan; "TMNF Group" TMNF, its holding companies, its subsidiaries and the subsidiaries of its holding companies; "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland; "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for listing under Part VI of the Financial Services and Markets Act 2000; "Wider Kiln Group" Kiln and the subsidiaries and subsidiary undertakings of Kiln and its associated undertakings (including any joint venture, partnership, firm or company in which any member of the Kiln Group is interested or any undertaking in which Kiln and such undertakings (aggregating their interests) have a substantial interest); "Wider TMNF Group" TMNF and the subsidiaries and subsidiary undertakings of TMNF and its associated undertakings (including any joint venture, partnership, firm or company in which any member of the TMNF Group is interested or any undertaking in which TMNF and such undertakings (aggregating their interests) have a substantial interest); and "£","sterling" and "pence" the lawful currency of the UK. All references to times are to London time unless otherwise stated. APPENDIX III SOURCES AND BASES OF FINANCIAL INFORMATION In this announcement: (i) unless otherwise stated, financial information concerningKiln has been extracted without material adjustment from the unaudited financialstatements of Kiln for the period ended 30 June 2007. All closing middle marketprices provided by Thompson Datastream and sourced from the London StockExchange Electronic Trading System (SETS); (ii) the value of the Issued and to be Issued Share Capital of Kilnis based upon an assumption that there were 291,956,851 Kiln Shares in issue on13 December 2007, the last business day prior to this announcement and 2,824,046options over Kiln Shares which are expected to be exercised in accordance withtheir terms and to receive payment under the terms of the ImplementationAgreement (taking into account matching awards granted under the Kiln EmployeeCo-Investment Plan on a time pro-rated basis). However, if the Kilnremuneration committee decides to make such awards on a different basis, thetotal number of Kiln Shares in issue or to be issued could be higher or lower.It should be noted, however, that further options to subscribe for Kiln Sharesremain outstanding under the Kiln 1998 Executive Share Option Scheme and theKiln Employee Co-Investment Plan. If those options were to be exercised, thatwould result in the issue of additional Kiln Shares and so increase the numberof Kiln Shares in issue; (iii) the historic and average prices of Kiln Shares are calculatedbased on the daily closing middle market prices of Kiln Shares provided byThompson Datastream and sourced from the London Stock Exchange ElectronicTrading System (SETS); and (iv) the average closing middle market price per Kiln Share for the12 months to 13 December 2007 is based on the continuous share price of Kiln plc(to 28 May 2007) and Kiln Ltd (since 29 May 2007). This information is provided by RNS The company news service from the London Stock Exchange
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| Date | Source | Headline | |
|---|---|---|---|
| 7th Mar 2008 | 5:00 pm | RNS | Delisting |
| 6th Mar 2008 | 4:00 pm | RNS | Director/PDMR Shareholding |
| 29th Feb 2008 | 1:07 pm | RNS | Syndicate results |
| 13th Feb 2008 | 6:28 pm | RNS | Results of SGM |
| 8th Feb 2008 | 5:35 pm | RNS | Director/PDMR Shareholding |
| 22nd Jan 2008 | 4:12 pm | RNS | Results of the SGM |
| 16th Jan 2008 | 12:48 pm | RNS | Holding(s) in Company |
| 16th Jan 2008 | 11:09 am | RNS | Rule 8.3- Kiln Ltd |
| 15th Jan 2008 | 10:54 am | RNS | Rule 8.1/8.3 - Kiln Ltd |
| 11th Jan 2008 | 5:09 pm | RNS | Holding(s) in Company |
| 11th Jan 2008 | 12:00 pm | RNS | Shareholder circular |
| 10th Jan 2008 | 1:03 pm | RNS | Rule 8.1/8.3 - Kiln Ltd |
| 4th Jan 2008 | 9:43 am | RNS | Holding(s) in Company |
| 2nd Jan 2008 | 4:52 pm | RNS | Holding(s) in Company |
| 28th Dec 2007 | 2:45 pm | RNS | Rule 8.3- Kiln Ltd |
| 14th Dec 2007 | 7:01 am | RNS | Recommended Cash Acquisition |
| 12th Dec 2007 | 9:45 am | RNS | Relevant securities in issue |
| 11th Dec 2007 | 2:56 pm | RNS | Share Price Movement |
| 6th Dec 2007 | 3:41 pm | RNS | Holding(s) in Company |
| 22nd Nov 2007 | 11:30 am | RNS | Trading Statement |
| 6th Nov 2007 | 5:30 pm | RNS | Proposed return of capital |
| 13th Sep 2007 | 4:51 pm | RNS | Holding(s) in Company |
| 5th Sep 2007 | 7:02 am | RNS | Interim Results |
| 22nd Aug 2007 | 10:49 am | RNS | Updated Syndicate Forecasts |
| 20th Aug 2007 | 12:33 pm | RNS | Holding(s) in Company |
| 16th Aug 2007 | 12:07 pm | RNS | Investment Update |
| 18th Jul 2007 | 4:30 pm | RNS | Presentation to analysts |
| 6th Jul 2007 | 7:00 am | RNS | 2008 business plans |
| 28th Jun 2007 | 4:30 pm | RNS | Future reporting dates |
| 25th Jun 2007 | 10:08 am | RNS | Company reorganisation |
| 6th Jun 2007 | 1:15 pm | RNS | Holding(s) in Company |
| 31st May 2007 | 5:07 pm | RNS | Reorganisation Completed |
| 31st May 2007 | 10:48 am | RNS | Holding(s) in Company |
| 24th May 2007 | 4:39 pm | RNS | Holding(s) in Company |
| 21st May 2007 | 10:56 am | RNS | Director/PDMR Shareholding |
| 21st May 2007 | 8:00 am | RNS | Cancellation |
| 18th May 2007 | 3:48 pm | RNS | Result of Court Hearing |
| 16th May 2007 | 4:22 pm | RNS | Director/PDMR Shareholding |
| 16th May 2007 | 12:16 pm | RNS | AGM Statement |
| 16th May 2007 | 7:01 am | RNS | Trading Statement |
| 10th May 2007 | 3:24 pm | RNS | Annual Information Update |
| 30th Apr 2007 | 4:42 pm | RNS | Holding(s) in Company |
| 24th Apr 2007 | 5:31 pm | RNS | Interest in Shares |
| 16th Apr 2007 | 11:58 am | RNS | EGM Statement |
| 13th Apr 2007 | 4:42 pm | RNS | Annual Report and Accounts |
| 4th Apr 2007 | 4:15 pm | RNS | Holding(s) in Company |
| 3rd Apr 2007 | 12:32 pm | RNS | Voting Rights and Capital |
| 23rd Mar 2007 | 5:05 pm | RNS | Posting of Documents |
| 23rd Mar 2007 | 9:19 am | RNS | Notice of Results |
| 13th Mar 2007 | 5:49 pm | RNS | Directors Shareholding |
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