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Hiscox plc
Establishment of Hiscox Bermuda and
Proposed Rights Issue
8 November 2005
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Important NoticeThis presentation has been prepared by, and is the sole responsibility of, the directors of Hiscox plc (the "Company") in connection with the proposed rights issue of ordinary shares of the Company (the "Ordinary Shares" and the "Rights Issue" respectively) and the proposed application for admission of Ordinary Shares to the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's main market for listed securities ("Admission").This presentation does not constitute a prospectus relating to the Company and has not been approved by the Financial Services Authority, nor does it constitute or form part of any offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for, any securities in the Company nor shall this presentation or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. This presentation refers to certain events as having occurred which have not occurred at the date it is made available, but which are expected to occur prior to publication of the Prospectus in its final form.Persons who whish to subscribe for and/or purchase Ordinary Shares pursuant to the Rights Issue are remained that any such subscription and/or purchase should only be made on the basis of the information contained in the final form Prospectus to be published in connection with the Rights Issue and Admission and not on the information contained in this presentation. No reliance may be placed, for any purposes whatsoever, on the information contained in this presentation or on it completeness or accuracy and this presentation should not be considered to represent a recommendation by the Company or UBS Limited or any of their respective directors, officers, employees, advisers or any other person in relation to any purchase of or subscription for Ordinary Shares. No representation or warranty, express or implied, is given by or on behalf of the Company or UBS Limited, or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this presentation and none of the information contained in this presentation has been independently verified or approved by UBS Limited or any other person. Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions. This presentation has not been approved by an authorised person (for the purposes of section 21 Financial Services and Markets Act 2000) as it is being made only in the United Kingdom and is directed by only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended (the "FPO"), (ii) persons in the business of disseminating information within the meaning of Article 47 of the FPO, (iii) high net-worth companies, un incorporated associations and other bodies within the meaning of Article 49 of the FPO and (iv) persons to whom it is otherwise lawful to make the presentation without the presentation being so authorised. The investment or investment activity to which this presentation relates is available only to such persons and will be engaged in only with such persons. Persons who fall outside categories (i) – (iii) above must check that they fall within category (iv) and must notify the Company why they fall within category (iv). If they do not fall within such categories, they should not attend this presentation. Any person who does not fall within categories (i)-(iv) above should not rely on or act upon the matters communicated at this presentation. Neither this presentation or any copy or it may be (i) taken or transmitted into the United States of America, (ii) distributed, directly or indirectly, in the United States of America or to any US person (within the meaning of regulations made under the Securities Act 1933, as amended), (iii) taken or transmitted into or distributed in Canada or Australia or to any resident thereof, or (iv) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this document in other jurisdictions may be restricted by law and the person into whose possession this document comes should inform themselves about, and observe, any such restrictions.This presentation is being made on the basis that the recipients keep confidential any information contained herein or otherwise made available, wither orally or in writing, in connection with the Company. This presentation is confidential and must not be copied, reproduced, published, distributed, disclosed or passed to any other persons at any time without the prior written consent of UBS Limited, as agent for the Company.Recipients of this presentation should be aware that some or all of the information contained in this presentation may be Inside Information and/or material non-public information relating to the securities of the Company and that accordingly provisions of applicable securities laws may restrict or prohibit the use of and/or disclosure of such information. In receiving this presentation the recipients agree that they will not use the information contained herein to deal in any securities of the Company or in any securities whose price or value may be related to or affected by the price or value of the Company's securities or in any derivative products related to any such securities or interest in any of them or to encourage another person to deal, except as permitted by applicable law. In accordance with the requirements of the Financial Services and Markets Act 2000 and the related Code of Market Conduct, the information contained herein is given in confidence in accordance with the terms of this notice, and the recipients of this presentation must not base any behaviour in relation to any securities of the Company or any other "qualifying investments" or "relevant products", which would amount to "market abuse", on any information contained herein unless and until such information becomes generally available. UBS Limited is acting only for the Company in connection with the proposed Rights Issue and Admission and is not acting for or advising any other persons, or treating any other person as its client, in relation thereto and will not be responsible to providing the regulatory protection afforded to clients or UBS Limited or advice to any other person in relation to the proposed Rights Issue and Admission. Any other person attending this presentation should seek their own independent legal, investment and tax advice as they see fit.
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Summary
Establishment of Hiscox Bermuda with capital of c.US$500 million
Robert Childs – Hiscox Director of Underwriting – to lead Bermuda management team
Balanced US$325 million business plan: reinsurance and retail business
Rights issue to raise £170 million (net) (US$297 million) towards capitalisation
Positive financial impact on net asset value, earnings and return on equity
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Strategic Rationale
Consistent with existing strategy
Access to the growing Bermuda market
Favourable market outlook and timing
Experienced management team with proven track record
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0
200
400
600
800
1000
1200
Gro
ss W
ritt
en P
rem
ium
s (£
m)
Syndicate – London Market
Syndicate - Retail
Hiscox Insurance Company
A Strategy of Balance and Timing
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Reinsurance Market Trends
Net Written Premiums: 2004(US$bn)
Net Written Premium Growth: 2003 to 2004(%)
45.4
35.0
23.5
14.212.6
0
5
10
15
20
25
30
35
40
45
50
Germany USA Switzerland Bermuda London
(2.0)(3.1)
15.015.9
(4.2)
(10.0)
(5.0)
0
5.0
10.0
15.0
20.0
Germany USA Switzerland Bermuda London
Source: Global Reinsurance Highlights 2005, Standard & Poor’s
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Market Dislocations
Company Net Katrina& Rita
Losses US$m
Shareholders Equity at June 05
US$m
Loss as % of
Shareholders Equity
Equity Capital Raised US$m
AM Best Rating Actions
Aspen 418(mid)
1,608 26% 404 A- placed under review with negative implications
IPC 700(mid)
1,743 40% 635 Downgraded from A+ to A
Montpelier Re 950 1,463 65% 620 Downgraded to A- and remains under review with negative implications
PX Re 350 763 46% 492 Downgraded to A- and remains under review with negative implications
Source: Company announcements as at 7 November 2005
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2005 Hurricanes
Estimated net losses to Hiscox plc:
Katrina US$125m
Rita US$ 70m
Wilma US$ 45m
Reduced Hiscox plc profit by £60 million
Balanced Group and diversified book has protected balance sheet
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Management Changes
Robert Childs, 54, is stepping down as Managing Director of Hiscox Global Markets and Active Underwriter of Syndicate 33 to become Chief Executive of Hiscox Bermuda. He remains Group Chief Underwriting Officer and responsible for Hiscox USA. Robert has been at Hiscox since 1986 and Active Underwriter of Syndicate 33 since 1993.
Richard Watson, 42, is a member of the Executive Group that runs Hiscox plc and is currently Underwriting Director of Hiscox Global Markets. He will become the Managing Director of Hiscox Global Markets and Active Underwriter of Syndicate 33. Richard has been at Hiscox since 1986.
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Example Rate Movements
1. GoM Energy: +200%
2. GoM Energy: +300%
3. UK Reinsurance: +10%
4. UK Reinsurance: +20%
0
50
100
150
200
250
300
350
400
450
Jan9
8 to
Dec
98
Oct98
to S
ep99
Jul99
to Ju
n00
Apr00
to M
ar01
Jan0
1 to
Dec
01
Oct01
to S
ep02
Jul02
to Ju
n03
Apr03
to M
ar04
Jan0
4 to
Dec
04
Oct04
to S
ep05
Specialty London Market Reinsurance
Favourable Market Environment
Rate Indices - Rolling 12 Months
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Hiscox Bermuda’s Business Plan
Strong management team lead by Robert Childs, supported by other internal transfers
Balanced business plan of US$325 million in 2006; reinsurance and retail business
Incremental business to Group of US$235 million in 2006
Access to Group broker relationships
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Hiscox Bermuda’s Management Structure
Chris SharpeUnderwriter
Adam AlvarezModelling
Bevis TetlowModelling
AssistantsHiscox Personnel TBA
Finance
Outsource
Robert ChildsCEO/CUO
I.T.Operations
Outsource
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Hiscox Bermuda’s Target Business Mix
Expected 2006 Business Mix100% = US$325m
27%
8%
Reinsurance
K&R and Fine Art
Hiscox UK
Syndicate 33 Q.S.
USA Retail
52%8%
5%
Global Retail
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Key Business Segments c.50% of premiums in 2006 Roughly two thirds vs. one third US vs. international business Sourced through relationships with global brokers
c.US$90m of premiums transferred from Guernsey Guernsey to be wound down freeing US$30m capital to repay debt Previously reinsured to syndicate; frees capacity for other uses
Business established to write SME/Retail business Written into Hiscox Bermuda Significant market opportunity; new CEO in place
Hiscox UK PI business brings spread; frees capital for other uses Syndicate 33 quota share ensures full capital utilisation
Reinsurance
US Retail
Re-insurance
OtherOther
USA Retail
K&R and Fine Art
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Source of Reinsurance Business – 33 Experience
Aon
Benfield
Willis
Towers Perrin/ Denis M Clayton & Co
Others
Guy Carpenter
33%
22%16%
11%
4%
14%
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Financial Plan
US$500m of capital allocated to Bermuda
Positive financial effects on Group
Normal rights structure
Amendments to LTIP
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Capitalisation of Hiscox Bermuda
Total equity capital of c.US$500 million
Equity fund raising of US$297 million (net)
Bank borrowing of US$225 million
Internal Group resources available if required
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Financial Effects
US$235m of incremental income to Group
Financial benefits:– Net asset value enhancing– Earnings per share enhancing from 2006– Return on equity enhancing from 2007
Taxation
Dividends (subject to material adverse events)
– 2005 final of 4.75p, 7.0p for year (2004 : 5.0p)– 2006 full year target of 9.0p– Progressive dividend growth thereafter
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The Rights Issue
Net proceeds of £170 million (US$297 million)
0.327 new shares per existing share
Discounts:– 14.8% discount to closing share price of 215p
on 7 November 2005– 11.6% discount to theoretical ex rights price
Fully underwritten
New shares receive final dividend for 2005
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LTIP Grant of shares up to 200% of salary as a
special award
Performance Test: Average of after tax return on opening equity for 2006, 2007 and 2008 financial years
More stringent performance conditions:– 25% vests at 10% average after tax return on
equity– 100% vests at 17.5% average after tax return
on equity
Maximum grant over 5m shares shared between senior staff across the Group
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Timetable and Key Events
8 Nov Announcement
9 Nov Dealings commence in Nil Paid Rights
29 Nov Latest date for acceptances
30 Nov Dealings in new shares commence fully paid
5 Dec Proceeds received in full by Hiscox
12 Dec Earliest date for rating from A M Best
Hiscox plc
Establishment of Hiscox Bermuda and
Proposed Rights Issue
Questions and Answers