Aspen Insurance Holdings Limited Announces Pricing of Ordinary Share Offering and Perpetual PIERS Offering
December 06 2005 - 9:41PM
PR Newswire (US)
HAMILTON, Bermuda, Dec. 6 /PRNewswire-FirstCall/ -- Aspen Insurance
Holdings Limited ("Aspen") (NYSE:AHL)(BSX:AHLBSX:BH) announced
today that it has agreed to sell 8,333,333 of its ordinary shares
in an underwritten public offering at a price to the public of
$24.00 per share. The aggregate price to the public will be
approximately $200 million. The net proceeds to Aspen are expected
to be approximately $194 million. Wellington Underwriting plc has
also agreed to sell 6,000,000 ordinary shares of Aspen at the same
price to the public. In addition, Aspen has granted the
underwriters an option to purchase up to 2,150,000 of its ordinary
shares to cover over-allotments, if any. Lehman Brothers is acting
as the sole book-running manager and as joint lead manager with
Deutsche Bank Securities Inc. for the ordinary shares offering. In
addition, Aspen also announced today that it has agreed to sell
$200 million of its 5.625% Perpetual Preferred Income Equity
Replacement Securities ("Perpetual PIERS") with a liquidation
preference of $50 per Perpetual PIERS in an underwritten public
offering. Aspen has granted the underwriter an option to purchase
up to $30 million of additional Perpetual PIERS to cover
over-allotments, if any. The Perpetual PIERS will be convertible,
at the option of the holder, into non-convertible perpetual
preference shares and, under certain circumstances, ordinary
shares, and convertible, at Aspen's option, into cash and, under
certain circumstances, ordinary shares based on a conversion rate
of 1.7077 ordinary shares (subject to adjustment), which is
equivalent to a conversion price of approximately $29.28 per
ordinary share representing a 22.0% conversion premium to the
$24.00 public offering price for our ordinary shares. Aspen has
applied to list the Perpetual PIERS on the New York Stock Exchange
under the symbol "AHLPR." Lehman Brothers is acting as the sole
book-running manager for the Perpetual PIERS offering. The
completion of the ordinary shares offering is not conditioned on
the completion of the Perpetual PIERS offering, and the completion
of the Perpetual PIERS offering is not conditioned on the
completion of the ordinary shares offering. Aspen expects to use
the aggregate net proceeds from the sale of its ordinary shares and
Perpetual PIERS to make contributions to the capital and surplus of
its operating subsidiaries and for other general corporate
purposes. Aspen will not receive any proceeds from the sale of
ordinary shares by Wellington Underwriting plc. The ordinary shares
and Perpetual PIERS are being sold pursuant to Aspen's effective
shelf registration statement previously filed with the Securities
and Exchange Commission. A prospectus supplement relating to the
ordinary shares offering and a prospectus supplement relating to
the Perpetual PIERS offering will be filed with the Securities
Exchange Commission. When available, a written prospectus for each
offering meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, may be obtained from Lehman Brothers by
contacting Lehman Brothers, c/o ADP Financial Services, Prospectus
Fulfillment, 1155 Long Island Avenue, Edgewood, NY 11717, email: ,
fax: 631-254-7268. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. Any offering of ordinary shares or Perpetual PIERS
will be made only by means of a written prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. About Aspen Insurance Holdings Limited Aspen Insurance
Holdings Limited was established in June 2002. Aspen is a Bermudian
holding company that provides property and casualty reinsurance in
the global market, property and liability insurance principally in
the United Kingdom and the United States and marine and aviation
insurance and reinsurance worldwide through Aspen Insurance UK
Limited. Aspen's operations are conducted through its wholly-owned
subsidiaries located in London, Bermuda and the United States:
Aspen Insurance UK Limited, Aspen Insurance Limited and Aspen
Specialty Insurance Company. Aspen has four operating segments:
property reinsurance, casualty reinsurance, specialty insurance and
reinsurance and property and casualty insurance. Aspen's principal
existing shareholders include The Blackstone Group, Candover
Partners Limited, Wellington Underwriting plc and Credit Suisse
First Boston Private Equity. For more information about Aspen,
please visit Aspen's Web site at http://www.aspen.bm/ Application
of the Safe Harbor of the Private Securities Litigation Reform Act
of 1995 This press release contains written or oral
"forward-looking statements" within the meaning of the U.S. federal
securities laws. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include all statements that do
not relate solely to historical or current facts, and can be
identified by the use of words such as "expect," "intend," "plan,"
"believe," "project," "anticipate," "seek," "will," "estimate,"
"may," "continue," and similar expressions of a future or
forward-looking nature. All forward-looking statements rely on a
number of assumptions concerning future events and are subject to a
number of uncertainties and other factors, many of which are
outside the Company's control that could cause actual results to
differ materially from such statements. Important events that could
cause the actual results to differ include, but are not limited to:
the impact of acts of terrorism and related legislations and acts
of war; the possibility of greater frequency or severity of or
unanticipated losses from natural or man-made catastrophes,
including Hurricanes Katrina, Rita and Wilma and the New Orleans
Flood; evolving interpretive issues with respect to coverage as a
result of Hurricanes Katrina, Rita and Wilma and the New Orleans
Flood; the level of inflation in repair costs due to limited
availability of labor and materials after catastrophes; the
effectiveness of the Company's loss limitation methods; changes in
the availability, cost or quality of reinsurance or retrocessional
coverage; the loss of key personnel; a decline in the operating
subsidiaries' ratings with Standard & Poor's, A.M. Best or
Moody's; changes in general economic conditions; increased
competition on the basis of pricing, capacity, coverage terms or
other factors; decrease in demand for the Company's insurance or
reinsurance products and cyclical downturn of the industry; changes
in governmental regulation or tax laws in the jurisdictions where
the Company conducts business; the total industry losses resulting
from Hurricanes Katrina, Rita and Wilma and the New Orleans Flood;
the actual number of the Company's insureds incurring losses from
these storms; the limited actual loss reports received from the
Company's insureds to date; the preliminary nature of possible loss
information received by brokers to date on behalf of cedants; the
Company's reliance on industry loss estimates and those generated
by modeling techniques; the reliability of, and changes in
assumptions to, catastrophe pricing, accumulation and estimated
loss models; the impact of these storms on the Company's
reinsurers; the amount and timing of reinsurance recoverables and
reimbursements actually received by the Company from its
reinsurers; the overall level of competition, and the related
demand and supply dynamics as contracts come up for renewal. For a
more detailed description of these uncertainties and other factors,
please see the "Risk Factors" section in Aspen's Annual Report on
Form 10-K for the year ended December 31, 2004, filed with the U.S.
Securities and Exchange Commission on March 14, 2005 and Aspen's
Current Report on Form 8-K dated October 4, 2005. Aspen undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the dates
on which they are made. DATASOURCE: Aspen Insurance Holdings
Limited CONTACT: Investor Contact: Noah Fields, Head of Investor
Relations for Aspen Insurance Holdings Limited, T: +1-441-297-9382;
European Press Contact: Brian Hudspith of The Maitland Consultancy,
T: +44-20-7379-5151; North American Press Contact: Carina Davidson
or Eliza Johnson, both of Abernathy MacGregor, T: +1-212-371-5999
Web site: http://www.aspen.bm/
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