Offer on behalf of BRIT Insurance Holdings PLC for Wren PLC - October 04, 1999

Offer on behalf of BRIT Insurance Holdings PLC for Wren PLC
AGM notice posted
October 04, 1999


4 August 1999
Not for release, publication or distribution in or into the United States, Canada, Australia, the Republic of Ireland or Japan
OFFER ON BEHALF OF BRIT INSURANCE HOLDINGS PLC FOR WREN PLC
AGM NOTICE POSTED
Offer acceptances
The board of BRIT announces that as at 3.00 pm on 3 August 1999, BRIT had received acceptances in respect of a total of 47,400,024 Wren Shares (representing approximately 66.4 per cent of Wren’s issued share capital). BRIT itself owns (and held prior to the commencement of the Offer Period) 19,056,011 Wren Shares (representing approximately 26.8 per cent of Wren’s issued share capital). To date, elections have been made for the Partial Cash Alternative in respect of 7,558,209 Wren Shares and for the Mix and Match Election in respect of 4,001,744 Wren Shares. The Offer and the Partial Cash Alternative now remain open for acceptance until further notice. Those elections for cash under the Mix and Match election will be satisfied in full. The Mix and Match Election is now closed.
The total number of valid acceptances received includes acceptances by certain of the Wren Directors for 8,692,178 Wren Shares (representing approximately 12.2 per cent of Wren’s issued share capital) which were the subject of undertakings to accept the Offer. The total number of acceptances also includes acceptances by funds managed by Baillie Gifford for 1,500,000 Wren Shares (representing approximately 2.1 per cent of Wren’s issued share capital) which were the subject of an undertaking to accept the Offer.
Neither BRIT, nor any person acting in concert with BRIT for the purposes of the Offer, has acquired or agreed to acquire any Wren Shares (or rights over such shares) since 15 June 1999 (the date on which the Offer Period commenced) other than pursuant to the Offer. Benfield Greig Group PLC, Raphael Zorn Hemsley Limited, Chaucer Holdings plc, Kiln plc, Torch Holdings plc, Rea Brothers Group plc and its subsidiaries including Rea Brothers (Investment Management) Limited and the BRIT Directors are deemed to be acting in concert with BRIT for the purposes of the Offer. Prior to the commencement of the Offer Period these concert parties held 1,372,608 Wren Shares (representing approximately 1.9 per cent of Wren’s issued share capital). Acceptances by BRIT’s concert parties in respect of Wren Shares owned or controlled by them are as follows: Raphael Zorn Hemsley Limited: 110,926 Wren Shares; Rea Brothers (Investment Management) Limited (on behalf of discretionary clients): 1,153,271 Wren Shares; Neil Eckert: 58,672 Wren Shares; and Jo Welman: 3,000 Wren Shares.
AGM Notice Posted
BRIT has today posted notice of the AGM which will be held on 27 August 1999. The AGM notice contains, inter alia, proposals to give the company a general authorisation to purchase its own shares. A copy of this notice is available for inspection from the Company Announcements Office of the London Stock Exchange.
Contacts:
BRIT Neil Eckert, Chief Executive 0171 578 7000
Haggie Financial David Haggie 0171 417 8989

Benfield Advisory Limited (“Benfield Advisory”), which is regulated by The Securities and Futures Authority Limited, is acting for BRIT and no one else in connection with the Offer and will not be responsible to anyone other than BRIT for providing the protections afforded to customers of Benfield Advisory or for providing advice in relation to the Offer.
Raphael Zorn Hemsley (“RZH”), which is regulated by The Securities and Futures Authority Limited, is acting for BRIT and no one else in connection with the Offer and will not be responsible to anyone other than BRIT for providing the protections afforded to customers of RZH or for providing advice in relation to the Offer.
Irrevocable undertakings to accept the Offer have been given by certain directors of Wren in respect of a total of 8,692,178 Wren Shares held by them (representing approximately 12.2 per cent of Wren’s issued share capital). An irrevocable undertaking to accept the Offer has also been given regarding funds managed by Baillie Gifford in respect of 1,500,000 Wren Shares held by it (representing approximately 2.1 per cent of Wren’s issued share capital). These undertakings are to accept the Offer and not to elect for the Partial Cash Alternative. However, the undertakings in respect of an aggregate of 30,000 Wren Shares given by three of the Wren Directors, Messrs. Baillie, Martin and Withers Green, and in respect of the Wren Shares given by Baillie Gifford, may be withdrawn in the event of a third party making an offer for Wren which is recommended by Wren and which values the Wren Shares at an amount which is more than 15 per cent above the value attributed to the Wren Shares under the Offer. The three Wren Directors named above may elect for the Partial Cash Alternative.
The contents of this announcement have been approved by RZH and Benfield Advisory solely for the purposes of section 57 of the Financial Services Act 1986.
Terms defined in the Offer Document shall have the same meanings when used herein unless the context requires otherwise.
 
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