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Hiscox plc Establishment of Hiscox Bermuda and Proposed Rights Issue. 8 November 2005. Important Notice. - PowerPoint PPT Presentation
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Hiscox plc Establishment of Hiscox Bermuda and Proposed Rights Issue 8 November 2005
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Page 1: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

Hiscox plc

Establishment of Hiscox Bermuda and

Proposed Rights Issue

8 November 2005

Page 2: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

2

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.

Page 3: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

3

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

Page 4: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

4

Strategic Rationale

Consistent with existing strategy

Access to the growing Bermuda market

Favourable market outlook and timing

Experienced management team with proven track record

Page 5: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

5

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

Page 6: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

6

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

Page 7: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

7

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

Page 8: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

8

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

Page 9: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

9

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.

Page 10: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

10

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

Page 11: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

11

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

Page 12: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

12

Hiscox Bermuda’s Management Structure

Chris SharpeUnderwriter

Adam AlvarezModelling

Bevis TetlowModelling

AssistantsHiscox Personnel TBA

Finance

Outsource

Robert ChildsCEO/CUO

I.T.Operations

Outsource

Page 13: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

13

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

Page 14: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

14

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

Page 15: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

15

Source of Reinsurance Business – 33 Experience

Aon

Benfield

Willis

Towers Perrin/ Denis M Clayton & Co

Others

Guy Carpenter

33%

22%16%

11%

4%

14%

Page 16: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

16

Financial Plan

US$500m of capital allocated to Bermuda

Positive financial effects on Group

Normal rights structure

Amendments to LTIP

Page 17: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

17

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

Page 18: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

18

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

Page 19: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

19

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

Page 20: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

20

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

Page 21: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

21

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

Page 22: Hiscox plc Establishment of  Hiscox Bermuda and Proposed Rights Issue

Hiscox plc

Establishment of Hiscox Bermuda and

Proposed Rights Issue

Questions and Answers


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