Omega Insurance Holdings : Limited - Response to Barbican statement

20th January 2012 

Omega Insurance Holdings Limited

("Omega" or the "Company")

Response to Barbican statement

Omega notes the announcement by Barbican Group Holdings Limited ("Barbican") regarding a proposed merger with Omega.

On 19 January 2012 Omega received an approach from Barbican and Carlson Capital L.P. ("Carlson") (a substantial shareholder in Barbican) proposing a merger of Omega and Barbican.  During the latter part of 2011 Omega updated its shareholders on the detail of the proposals it had received from third parties regarding the future of the business. A reverse takeover transaction as proposed by Barbican, which previously included a partial cash alternative, was rejected by the Board and shareholders. The proposal received yesterday offers no improvement on the earlier proposal. 

A recent request by Carlson to appoint two nominees to the board of Omega was rejected on the grounds of conflict of interest.

The Board of Omega has committed to the Company's shareholders that it will give due consideration to any proposals that may be in the interests of shareholders as a whole.  This would apply to any takeover offer incorporating a full cash alternative that Barbican or its leading shareholders, which are substantial investment institutions in their own right, may wish to make.

Contacts

David Haggie / Juliet Tilley, Haggie Financial

Tel: [phone]

Notes to Editors

Omega is incorporated and its registered office is in Bermuda. Accordingly, Omega is not subject to the provisions of The City Code on Takeovers and Mergers (the "Code"). However, the Company's Bye-laws adopt certain of the provisions of the Code including provisions dealing with compulsory takeover offers and shareholder treatment along the lines of the general principles as set out in the Code, which are to be administered at the discretion of the Board.

Omega confirms that as at the close of business on 19 January 2012 its issued share capital consisted of 244,229,862 common shares of US$0.10 each.