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XL Capital Ltd Announces Tender Offer For Series C Preference Ordinary Shares

HAMILTON, BERMUDA – February 27, 2009 - XL Capital Ltd (“XL” or the “Company”) (NYSE: XL) announced today its tender offer for any and all of its 20,000,000 outstanding Series C Preference Ordinary Shares, liquidation preference $25.00 per share (the “Preference Shares”). In the tender offer, holders of Preference Shares will have the opportunity to tender some or all of their Preference Shares at a purchase price of $8.25 per Preference Share, plus accrued but unpaid dividends up to, but not including, the date the Preference Shares are purchased, in cash and without interest.
The tender offer will expire at 11:59 P.M., Eastern Time, on March 26, 2009, unless the tender offer is extended or earlier terminated by the Company.
The tender offer is not contingent upon any minimum number of Preference Shares being tendered or the availability of financing. It is subject to customary conditions for transactions of this type.
Holders of Preference Shares who have any questions regarding the terms of the tender offer should contact the Dealer Manager, Goldman, Sachs & Co., at (800) 828-3182 (U.S. Toll-free) or (212) 902-5183. Copies of the Offer to Purchase, the Letter of Transmittal or any related documents may be obtained from Global Bondholder Services Corporation, the Information Agent, at (866) 857-2200 (U.S. Toll-free).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE PREFERENCE SHARES OR ANY OTHER SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE OF ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
XL Capital Ltd, through its operating subsidiaries, is a leading provider of global insurance and reinsurance coverages to industrial, commercial and professional service firms, insurance companies and other enterprises on a worldwide basis. More information about XL Capital Ltd is available at www.xlgroup.com.
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This press release contains forward-looking statements. Such statements involve inherent risks and uncertainties. Statements that are not historical facts, including statements about XL Capital Group’s beliefs or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual events or results to differ materially from those in such forward-looking statements include the important factors set forth in XL Capital Group’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and XL Capital Group’s other documents on file with the Securities and Exchange Commission. XL Capital Group undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise.

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