Largest mutual P&I Club to raise around
$100million of new capital
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHOULD NOT BE CONSTRUED AS AN OFFER, PERSONAL RECOMMENDATION OR SOLICITATION TO
CONCLUDE A TRANSACTION AND SHOULD NOT BE TREATED AS GIVING INVESTMENT ADVICE.
THE TERMS OF ANY INVESTMENT WILL BE EXCLUSIVELY SUBJECT TO THE DETAILED
PROVISIONS, INCLUDING RISK CONSIDERATIONS, CONTAINED IN THE PROSPECTUS OR OTHER
ISSUER DOCUMENTATION FOR THE ISSUE OF CAPITAL SECURITIES.
UK P&I Club "the Club"
Update on UK P&I Club Hybrid Capital
Issue
On the afternoon of 28th July, UBS Investment Bank who
are managing our Club's hybrid capital issue published the following update on
its progress.
Subject : UK P&I Club Hybrid
Transaction
Please find the following update on behalf of
UBS Investment Bank:
The order book stood at comfortably over
US$100million at the close of business on Friday 25th July.
On Monday 4th August UBS Investment Bank will
be communicating the final transaction size and confirming the deal parameters.
The settlement date for the transaction has
been set for the 22nd August 2008. This date has been chosen to give the
investors ample time to transfer funds to their intermediary banks.
Kind regards, UBS Investment Bank
A concluding statement is planned for Monday 4th
August.
Hybrid capital
This is the first issue of hybrid capital by a mutual
P&I club, but this form of capital is common in the wider insurance
industry. The Society of Lloyd's in June 2007 issued £500m of callable,
perpetual, Tier 1 subordinated debt with a coupon of 7.421% callable after 10
years.
Hybrid capital is capital that is structured as debt
but has many features in common with equity.
Just as hybrid capital has been issued by many
insurance companies to bolster their solvency position without diluting
shareholders' interests, the Club's hybrid capital will augment the Club's
solvency position without diluting Members' interests.
The issue
The Club intends to issue around $100 million of
Capital Securities and application will be made to the FSA for the Capital
Securities to be admitted to the official list of the London Stock Exchange.
The term of the Capital Securities will be perpetual
with the Club having the right to repay the issue from the fifth anniversary of
issue. The Capital Securities will be subordinated to all other creditors.
The Capital Securities will have a fixed coupon of 9%
during the first five years. After the fifth anniversary of issue, the interest
rate becomes a floating rate with a pre-determined spread and after the tenth
anniversary, a step-up of 1% will be added to this pre determined spread. The
pre-determined spread will be the difference between the fixed rate coupon and
the five year mid-swap rate.
The Club has already secured commitments from a small
number of Members approached as part of a pre-marketing process. The Board
recognised that many Members with a good understanding of the Club and its
particular credit characteristics might well find the Club's hybrid capital an
attractive investment opportunity and therefore decided that Members who are
legally permitted to do so would be given the opportunity to invest.
Standard & Poor's is expected to assign a BBB+
rating to the capital securities.
UBS Investment Bank is Lead Manager, Bookrunner and
Structuring Advisor.
For further information, please
contact:
Thomas Miller P&I Ltd Hugo
Wynn-Williams/Nick Whitear Tel: +44 (0) 20 7283 4646
Smithfield
Consultants Ltd (Financial Press Enquiries) John Kiely/Will Swan Tel:
+44 (0) 20 7360 4900
Dunelm Public Relations (Trade Press Enquiries)
Martin Rowland Tel: + 44 (0) 20 7345 5232
UBS Sophia Vonta Tel: + 44 (0) 20 7567
7538
Notes to editors
UK P&I Club
The United Kingdom Mutual Steam Ship Assurance
Association (Bermuda) Limited is generally known as the UK P&I Club. As a
mutual association, the UK P&I Club has no outside shareholders and no
financial links with other organisations. Since its establishment in 1869, the
Club exists solely for the benefit of its Members. The Club's structure as a
mutual insurance association enables the Club to be uniquely responsive to the
changing needs of its assureds and allows it to provide superior service,
attention and coverage to those Members.
In keeping with its organisation as a mutual
association, the UK P&I Club is directed by the members themselves. Overall
control of the Club lies with the Directors, who are elected by the Clubs'
Members from amongst themselves. The Directors normally meet four times a year
to formulate policy on calls, the scope of cover, finance, underwriting and
claims matters, reinsurance and current industry issues affecting the P&I
world. They resolve specific claims which may not fall clearly within the
cover.
Thomas Miller, the Club's Managers, have most frequent
contact with the Club's Members. They take pride in their ability to respond
promptly to requests for assistance and to provide informed advice and
sympathetic help with Members' claims. The level of individual support offered
goes far beyond what you might normally expect from a commercial insurer.
The size of the UK Club and the corresponding scale of
its Managers' operation has permitted the development of specialist skills and
expertise to a level of sophistication seldom seen in the P&I field.
In 350 ports of the world, on-the-spot help and local
expertise is always available to Members, and to the masters of their ships,
from the Club's 460 correspondents. The network includes regional offices of
the Managers in New Jersey and Hong Kong as well as London. The office in New
Jersey handles claims arising in the US east coast and Canada, while the
offices in San Francisco cover part of North and Central America, Mexico and
the Caribbean. These offices also support the many claims handled by other US
correspondents. In addition, the Managers have offices in Piraeus, Tokyo (a
branch owned by the Club), Beijing, Shanghai (both representative offices) and
Singapore.
Thomas Miller
The Thomas Miller Group manages a number of
world-leading mutual insurance organisations ("clubs") providing insurance for
shipping, transport and professional indemnity risks.
Thomas Miller also manages captive insurance companies
in the Isle of Man and Bermuda; provides risk management consultancy services;
and (through its regulated specialist subsidiaries) delivers a full investment
management service to mutual clubs, captives and other clients.
Previously a group of partnerships, the firm
incorporated in 1999, and is now owned and controlled by its employees. Thomas
Miller employs over 550 people worldwide and has offices in four
continents.
EU Solvency II Directive
Solvency II is the proposed updated set of regulatory
requirements for insurance firms that operate in the European Union.
The rationale for European Union insurance legislation
is to facilitate the development of a Single Market in insurance services in
Europe, whilst at the same time securing an adequate level of consumer
protection. Often called "Basel for insurers," Solvency II is somewhat similar
to the banking regulations of Basel II. |