FORM OF LETTER TO CLIENTS
Published on December 23, 1996
OFFER TO PURCHASE
UP TO
813,190 COMMON SHARES
OF
RENAISSANCERE HOLDINGS LTD.
AT
$34.50 NET PER SHARE
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 22, 1997,
UNLESS THE OFFER IS EXTENDED.
December 23, 1996
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated December 23,
1996 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") relating to an offer by RenaissanceRe
Holdings Ltd., a Bermuda company (the "Company"), to purchase for cancellation
up to 813,190 Common Shares, par value $1.00 per share (such shares, together
with all other outstanding Common Shares of the Company, the "Shares"), at a
price of $34.50 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer.
THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES
CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. A TENDER OF
SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT. ACCORDINGLY, WE REQUIRE INSTRUCTIONS AS TO WHETHER YOU WISH TO
TENDER ANY OR ALL OF SUCH SHARES HELD BY US FOR YOUR ACCOUNT, UPON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER.
Please note the following:
1. The Company is offering to purchase for cancellation up to 813,190
Shares at a price of $34.50 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer.
2. The Offer, the proration period and withdrawal rights will expire at
12:00 midnight, New York City time, on January 22, 1997, unless the Offer
is extended.
3. THE OFFER IS NOT CONDITIONED UPON A MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 10 OF THE OFFER TO PURCHASE.
4. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase for cancellation of Shares
pursuant to the Offer.
5. Payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary (as defined in the Offer
to Purchase) of (i) certificates for such Shares or timely confirmation of
the book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company, Midwest Securities Trust Company or Philadelphia
Depository Trust Company (collectively, the "Book-Entry Transfer
Facilities"), pursuant to the procedures set forth in Section 4 of the
Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as described in
Section 4 of the Offer to Purchase) in connection with a book-entry
transfer, and (iii) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering
shareholders at the same time depending upon when certificates for, or
confirmations of book-entry transfer of, such Shares into the Depositary's
account at a Book-Entry Transfer Facility are actually received by the
Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing and returning to us
the instruction form contained in this letter. If you authorize a tender of
your Shares, all such Shares will be tendered pursuant to the Offer unless
otherwise indicated in such instruction form. Please forward your instructions
to us in ample time to permit us to submit a tender on your behalf prior to
the expiration of the Offer. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Shares held by us
for your account.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. Nevertheless, the Company may, in its sole discretion, take
such action as it may deem necessary to make the Offer in any such
jurisdiction and extend the Offer to holders of Shares in such jurisdiction.
In those jurisdictions where the laws require the Offer to be made by a
licensed broker or dealer, the Offer is being made on behalf of the Company by
Merrill Lynch & Co. or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
UP TO
813,190 COMMON SHARES
OF
RENAISSANCERE HOLDINGS LTD.
AT $34.50 NET PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated December 23, 1996 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer") relating
to the offer by RenaissanceRe Holdings Ltd., a Bermuda company (the
"Company"), to purchase for cancellation up to 813,190 Common Shares, par
value $1.00 per share (such shares, together with all other Common Shares of
the Company, the "Shares"), at a price of $34.50 per Share, net to the seller
in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or if no number is indicated below, all Shares) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer.
Dated:
- -------------------------------------
Number of Shares to be Tendered
________________________ Shares
- -------------------------------------
_____________________________________
(Signatures)
_____________________________________
Print Name(s)
_____________________________________
Print Address
_____________________________________
Area Code and Telephone Number
_____________________________________
Tax Identification or Social
Security Number
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