FORM OF SUMMARY ADVERTISEMENT
Published on December 23, 1996
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely pursuant to the Offer to Purchase,
dated December 23, 1996, and the related Letter of Transmittal, which are being
mailed to shareholders of RenaissanceRe Holdings Ltd. on or about December 23,
1996 and is neither deemed made to, nor will tenders be accepted from or on
behalf of, holders of Shares residing in any jurisdiction in which the making of
the Offer or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction the securities,
blue sky or other laws of which require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed made on behalf of the Company by
Merrill Lynch & Co. or one or more registered brokers or dealers licensed under
the laws of such jurisdictions.
[LOGO] RENAISSANCERE HOLDINGS
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
RENAISSANCERE HOLDINGS LTD.
FOR UP TO
813,190 OF ITS COMMON SHARES
AT
$34.50 NET PER SHARE
RenaissanceRe Holdings Ltd., a company organized under the laws of Bermuda
(the "Company"), invites its shareholders to tender an aggregate of up to
813,190 Common Shares, $1.00 par value per share (such shares, together with all
other outstanding Common Shares of the Company, are herein referred to as 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 to Purchase dated December 23, 1996, and in the related Letter of
Transmittal (which together constitute the "Offer"). Upon the terms and subject
to the conditions of the Offer, including the provisions thereof relating to
proration and "odd lot" tenders, the Company will purchase for cancellation all
Shares validly tendered and not withdrawn.
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THE OFFER PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JANUARY 22, 1997, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH
IN THE OFFER TO PURCHASE.
The Offer is being made in connection with the approval by the Board of
Directors of the Company of a plan to return approximately $100 million of
capital to the Company's shareholders (the "Capital Plan") through two Share
repurchases. The Capital Plan consists of two components. First, on December 13,
1996, the Company entered into an equity purchase agreement with Warburg, Pincus
Investors, L.P., United States Fidelity and Guaranty Company, Trustees of
General Electric Pension Trust and GE Investment Private Placement Partners I,
Limited Partnership (collectively, the "Founding Institutional Investors")
pursuant to which the Company purchased for cancellation an aggregate of
2,085,361 Shares on a pro rata basis at a price of $34.50 per Share for an
aggregate consideration of approximately $71.94 million. Second, by means of the
Offer, the Company is inviting shareholders to tender, upon the terms and
subject to the conditions set forth in the Offer, an aggregate of up to 813,190
Shares at a price of $34.50 per Share, net to the seller in cash, without
interest thereon, for up to an aggregate price of approximately up to $28.06
million.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR THE BOARD MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. SHAREHOLDERS MUST MAKE
THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO
TENDER. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER IN ITS ENTIRETY
BEFORE DETERMINING HOW MANY SHARES TO TENDER.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment) as promptly as practicable after the Expiration Date the Company will
accept for payment, and will pay for, Shares validly tendered before the
Expiration Date and not properly withdrawn in accordance with the terms and
subject to the conditions of the Offer (including Shares validly tendered and
not withdrawn during any extension of the Offer, if the Offer is extended,
subject to the terms and conditions of such extension) as soon as practicable
after the Expiration Date. The term "Expiration Date" means 12:00 midnight, New
York City time, unless and until the Company, in its sole discretion, shall have
extended the period of time during which the Offer will remain open, in which
event the term "Expiration Date" shall refer to the latest time and date at
which the Offer, as so extended by the Company, shall expire. In addition, the
Company expressly reserves the right, in its sole discretion, to delay the
acceptance for payment of or payment for Shares in order to comply, in whole or
in part, with any applicable law.
If more than 813,190 Shares are validly tendered on or before the Expiration
Date and not withdrawn (and the Company does not elect to purchase additional
Shares pursuant to the Offer), the Company will, upon the terms and subject to
the conditions of the Offer, accept for payment 813,190 Shares as follows: (i)
all Shares validly tendered before the Expiration Date by any shareholder who
owned beneficially, as of the close of business on December 13, 1996, an
aggregate of fewer than 100 Shares ("Odd Lot Shares") and who tenders all of
such Shares and completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, the Notice of Guaranteed Delivery, will be
purchased; and (ii) other Shares validly tendered before the Expiration Date
will be purchased on a pro rata basis (with appropriate adjustments to avoid
purchases of fractional Shares). If not more than 813,190 Shares are validly
tendered on or before the Expiration Date and not withdrawn, the Company will,
upon the terms and subject to the conditions of the Offer, accept for payment
all such Shares.
THE FOUNDING INSTITUTIONAL INVESTORS HAVE INFORMED THE COMPANY THAT THEY DO
NOT PRESENTLY INTEND TO TENDER ANY SHARES PURSUANT TO THE OFFER. HOWEVER, THE
FOUNDING INSTITUTIONAL INVESTORS HAVE INFORMED THE COMPANY THAT IF THE OFFER IS
NOT FULLY SUBSCRIBED BY THE COMPANY'S PUBLIC SHAREHOLDERS, THEY MAY TENDER
SHARES IN AN AGGREGATE AMOUNT UP TO SUCH UNSUBSCRIBED PORTION OF THE OFFER.
ADDITIONALLY, THE COMPANY HAS BEEN ADVISED THAT MANAGEMENT OF THE COMPANY DOES
NOT PRESENTLY INTEND TO TENDER ANY SHARES PURSUANT TO THE OFFER. HOWEVER,
MANAGEMENT OF THE COMPANY IS NOT PROHIBITED FROM, AND MAY ELECT TO, TENDER
SHARES PURSUANT TO THE OFFER.
The Company expressly reserves the right, at any time and from time to time,
to extend the period of time during which the Offer is open by giving oral or
written notice of such extension to the Depositary. There can be no assurance
that the Company will exercise such right to extend the Offer. The Company
expressly reserves the right (i) to amend the Offer or to delay acceptance for
payment of or payment for any Shares, or to terminate the Offer by giving notice
of such termination to the Depositary, and not to accept for payment or pay for
any Shares not theretofore accepted for payment or paid for, upon the occurrence
of any of the conditions specified in the Offer to Purchase and (ii) at any time
and from time to time, to amend the Offer in any respect. Any such extension,
termination or amendment will be followed as promptly as practicable by public
announcement thereof, such announcement in the case of an extension to be issued
not later than 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date. The manner in which the Company will make
such public announcement may, if appropriate, be limited to a release to the Dow
Jones News Service. The reservation by the Company of the right to delay
acceptance for payment of or payment for any Shares is subject to the provisions
of applicable law, which require that the Company pay the consideration offered
or return the Shares deposited by or on behalf of shareholders promptly after
termination or withdrawal of the Offer.
Shares tendered pursuant to the Offer may be withdrawn at any time before the
Expiration Date and, unless theretofore accepted for payment as provided in the
Offer, may also be withdrawn after February 21, 1997. If the Company extends the
period of time during which the Offer is open, is delayed in accepting for
payment or paying for Shares or is unable to accept for payment or pay for
Shares pursuant to the Offer for any reason, then, without prejudice to the
Company's rights under the Offer, the Depositary may, on behalf of the Company,
retain all Shares tendered, and such Shares may not be withdrawn except as
otherwise provided in the Offer, subject to Rule 13-4(f)(5) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which provides that the
issuer making the tender offer shall either pay the consideration offered, or
return the tendered securities promptly after the termination or withdrawal of
the tender offer. To be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth in the Offer and must specify the name of the person who tendered the
Shares to be withdrawn and the number of Shares to be withdrawn. If the Shares
to be withdrawn have been delivered to the Depositary, a signed notice of
withdrawal with signatures guaranteed by an Eligible Institution (except in the
case of Shares tendered by an Eligible Institution) must be submitted prior to
the release of such Shares. In addition, such notice must specify, in the case
of Shares tendered by delivery of certificates, the name of the registered
holder (if different from that of the tendering shareholder) and the serial
numbers shown on the particular certificates evidencing the Shares to be
withdrawn or, in the case of Shares tendered by book-entry transfer, the name
and number of the account at one of the Book-Entry Transfer Facilities to be
credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. However, withdrawn Shares may be retendered by following one of the
procedures described in the Offer to Purchase at any time prior to the
Expiration Date. All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by the Company, in its
sole discretion, which determination shall be final and binding. None of the
Company, the Dealer Manager, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defect or irregularity
in any notice of withdrawal or incur any liability for failure to give any such
notification.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 under the Exchange Act is contained in the Offer to Purchase and is
incorporated herein by reference. The Offer to Purchase and the related Letter
of Transmittal will be mailed to record holders of Shares on or about December
23, 1996 and will be furnished to brokers, banks and similar persons whose
names, or the names of whose nominees, appear on the shareholder lists, or, if
applicable, who are listed participants in a clearing agency's security position
listing, for subsequent transmittal to beneficial owners of Shares.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THE
OFFER. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER.
Additional copies of the Offer to Purchase and the Letter of Transmittal may
be obtained from the Information Agent or the Dealer Manager and will be
furnished promptly at the Company's expense.
The Information Agent for the Offer is:
[LOGO] MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281
(212) 449-8209 (Call Collect)
December 23, 1996