Offer by AXIS
Documents pursuant to the recommended cash offer for Novae Group plc by AXIS Capital Holdings Limited
Scheme Documentation
Transaction Announcements
- De-Listing and Cancellation of Novae Shares
- Scheme of Arrangement Becomes Effective
- Form 8-DD - Matthew Fosh
- Form 8-DD - Reeken Patel
- Court Sanction of Scheme of Arrangement
- Announcement of Satisfaction or Waiver of Conditions and Updated Timetable of Principal Events
- Announcement of Regulatory Approvals
- Form 8-DD - Matthew Fosh
- Form 8-DD - Reeken Patel
- Results of Court Meeting and General Meeting
- Increased and Final Recommended Cash Offer Announcement
- Rule 2.7 – Firm Intention Announcement
- Opening Position Disclosure
- Publication of the Scheme Document Announcement
- Form 8-DD - Matthew Fosh
- Form 8-DD - Reeken Patel
Material Contracts
- Non-disclosure Agreement between Novae and AXIS
- Side Letter between Novae Group plc and AXIS Capital Holdings Limited
- AXIS 2015 Letter of Credit
- AXIS Master Reimbursement Agreement
- AXIS Amended Master Reimbursement Agreement
- Pledge Agreement between AXIS and Citibank Europe
- Collateral Account Control Agreement between AXIS, Citibank Europe and The Bank of New York Mellon
- AXIS and Citibank Europe Letter of Credit Facility
Shareholder and Employee Communications
- Publication of Scheme Document - Notification to Shareholders
- Publication of Scheme Document - Notification to those with Information Rights
- Impact of AXIS acquisition on Annual Bonus Awards
- Impact of AXIS acquisition on DBP Awards
- Impact of AXIS acquisition on EVA Awards
- Impact of AXIS acquisition on LTIP Awards
- Impact of AXIS acquisition on SESP Awards
- Impact of AXIS acquisition on SIP Shares
- Rule 2.11 – Email Communication to Shareholders
- Rule 2.11 – Deemed Consent Communication to Shareholders
- Rule 2.11 – Letter Communication to Shareholders
- Rule 2.11 – Email Communication to Employees
- Investor Presentation
Consent Letters
- Consent Letter in Relation to 2.7 Announcement – Canaccord
- Consent Letter in Relation to 2.7 Announcement – Evercore
- Consent Letter in Relation to Scheme Document – RBC
- Consent Letter in Relation to Scheme Document – Canaccord
- Consent Letter in Relation to Scheme Document – Credit Suisse
- Consent Letter in Relation to Scheme Document – Fenchurch
- Consent Letter in Relation to Scheme Document – Evercore
- Consent Letter in Relation to Increased and Final Recommended Cash Offer Announcement – Evercore
Irrevocable Undertakings
- Director Irrevocable Undertaking – John Hastings-Bass
- Director Irrevocable Undertaking – Laurence Adams
- Director Irrevocable Undertaking – Matthew Fosh
Service Agreements and Letters of Appointment
- Service Contract - Matthew Fosh
- Service Contract – Reeken Patel
- Appointment Letter – Laurence Adams
- Appointment Letter – Steven Burns
- Appointment Letter – Justin Dowley
- Appointment Letter – John Hastings-Bass
- Appointment Letter – Mary Phibbs
- Appointment Letter – Andrew Torrance
- Novae Syndicates Limited Appointment Letter – Steven Burns
Other Documents
- Novae Group plc Articles of Association
- AXIS Speciality UK Holdings Limited Articles of Association
- Novae Group plc Draft Articles of Association (Comparison)
- Novae Group plc 2017 Interim Accounts
- Novae Group plc 2016 Report and Accounts
- Novae Group plc 2015 Report and Accounts
- AXIS Capital Holdings Limited 2016 Form 10K
- AXIS Capital Holdings Limited 2015 Form 10K
- AXIS Capital Holdings Limited Q1 2017 Form 10Q
- AXIS Capital Holdings Limited Investor Financial Supplement Q2 2017
- AXIS Capital Holdings Limited Investor Financial Supplement Q1 2017
- AXIS Capital Holdings Limited Investor Financial Supplement Q4 2016