ZUG, Switzerland, Sept. 03, 2004 (PRIMEZONE) -- Converium Holding AG (the "Company") announces that its proposed capital increase has been underwritten by a syndicate of banks for an amount of CHF 533 million (approximately US$ 420 million). The underwriting is subject to customary conditions, including shareholder approval, the absence of material adverse changes or force majeure events and confirmation of current ratings. The ordinary capital increase with pre-emptive rights was initially announced on August 31, 2004.
Shareholders will be asked to approve the proposed capital increase at an Extraordinary General Meeting to be held on September 28, 2004. The banks have agreed to underwrite the new shares at a minimum issue price of CHF 10.00 per share, representing a 55% discount to the closing share price of CHF 22.30 on September 2, 2004.
The final issue price, together with the final number of shares to be issued will be released by Converium on September 28, 2004, the date of the EGM, prior to the opening of trading on the SWX Swiss Exchange.
About Converium
Converium is an independent leading global multi-line reinsurer known for its innovation, professionalism and service. Today Converium ranks among the top ten professional reinsurers and employs approximately 850 people in 23 offices around the globe. Converium is organized into three business segments: Standard Property & Casualty Reinsurance, Specialty Lines and Life & Health Reinsurance. Converium's net losses for the September 11, 2001 terrorist attacks in the United States are capped at US$ 289.2 million by its former parent, Zurich Financial Services. Converium has minimal A&E exposures. Converium has an "A-" rating (watch negative) from Standard & Poor's and a "B++" (outlook negative) rating from A.M. Best Company.
Important Disclaimer
This document contains forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. It contains forward-looking statements and information relating to the Company's financial condition, results of operations, business, strategy and plans, based on currently available information. These statements are often, but not always, made through the use of words or phrases such as 'expects', 'should continue', 'believes', 'anticipates', 'estimates' and 'intends'. The specific forward-looking statements cover, among other matters, the reinsurance market, the outcome of insurance regulatory reviews, the Company's operating results, the rating environment and the prospect for improving results, the amount of capital required and impact of its capital improvement measures, including the restructuring of our U.S. business and its reserve position. Such statements are inherently subject to certain risks and uncertainties. Actual future results and trends could differ materially from those set forth in such statements due to various factors. Such factors include general economic conditions, including in particular economic conditions; the frequency, severity and development of insured loss events arising out of catastrophes, as well as man-made disasters; the outcome of our regular quarterly reserve review, our ability to raise capital and the success of our capital improvement measures, the ability to obtain applicable regulatory approval for our capital improvement measures, the ability to exclude and to reinsure the risk of loss from terrorism; fluctuations in interest rates; returns on and fluctuations in the value of fixed-income investments, equity investments and properties; fluctuations in foreign currency exchange rates; rating agency actions; changes in laws and regulations and general competitive factors, and other risks and uncertainties, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission and the SWX Swiss Exchange. The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Please note that the company has made it a policy not to provide any quarterly or annual earnings guidance and it will not update any past outlook for full year earnings. It will however provide investors with perspective on its value drivers, its strategic initiatives and those factors critical to understanding its business and operating environment.
This document does not constitute or form part of an offer or solicitation of an offer, an invitation to subscribe for or purchase any securities. In addition, the securities of the company to be issued in any share offering have not and will not be registered under the United States securities laws and may not be offered, sold or delivered within the United States or to US persons absent registration under or an exemption from the registration requirements of the United States securities laws.
In the United Kingdom this announcement is directed only at persons who have professional experience in matters relating to investments or are high net worth companies, unincorporated associations etc, for the purposes of Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as "relevant persons"). This announcement must not be acted upon or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. STABILIZATION/FSA.
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Enquiries: Michael Schiendorfer, Media Relations Manager
Phone: +41 (0) 1 639 96 57
Fax: +41 (0) 1 639 76 57
michael.schiendorfer@converium.com
Zuzana Drozd, Head of Investor Relations
Phone: +41 (0) 1 639 91 20
Fax: +41 (0) 1 639 71 20
zuzana.drozd@converium.com