Posting of Circular and Notice of SGM (6442A)

TIDMHDU

RNS Number : 6442A

Hardy Underwriting Bermuda Ld

02 April 2012

For immediate release

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

2 April 2012

RECOMMENDED CASH ACQUISITION

OF

HARDY UNDERWRITING BERMUDA LIMITED

BY

CNA FINANCIAL CORPORATION

(Posting of Circular and Notice of Special General Meeting)

On 21 March 2012 the boards of CNA Financial Corporation ("CNA") and Hardy Underwriting Bermuda Limited ("Hardy") announced the terms of a recommended cash acquisition by CNA for the entire issued and to be issued share capital of Hardy (the "Acquisition").

Hardy is pleased to advise that a circular (the "Circular") explaining the background to, and terms of, the Acquisition, and containing a notice convening a special general meeting of Hardy's Shareholders to approve the Acquisition ("SGM"), together with the related Form of Proxy and Form of Direction, are being posted to Hardy's Shareholders today.

The SGM will be held at 9.30am (Bermuda time) on 26 April 2012 at Hardy's offices in Bermuda (4(th) Floor Park Place, 55 Par-la-Ville Road, Hamilton HM11). Shareholders may appoint a proxy by following the instructions outlined within the Circular and completing the forms enclosed with the Circular.

Whether or not Shareholders propose to attend the SGM, they are requested to complete, sign and return the Form of Proxy or, in the case of holders of depositary interests representing shares held through CREST, the Form of Direction enclosed with the Circular:

-- Holders of depositary interests should return the Form of Direction instructing Capita IRG Trustees Limited to vote on their behalf at the SGM by 1.30pm (London time) on 23 April 2012.

-- Shareholders who hold their shares in certified form should return the Form of Proxy by 1.30pm (London time) on 24 April 2012.

The Circular is available for viewing on the investor relations section of Hardy's website http://www.hardygroup.bm

Terms used in this announcement shall have the same meaning as in the Circular unless stated otherwise.

- ENDS -

Enquiries

CNA Tel: [phone]

Thomas F. Motamed, Chairman and Chief Executive

Aon Benfield Securities Tel: [phone]

(Financial adviser to CNA)

Paul Rayner / Ross Milburn

Fleishman-Hillard Tel: [phone]

(PR adviser to CNA)

Alan O'Sullivan

Hardy Tel: [phone]

David Mann, Chairman

Barbara Merry Chief Executive

Rothschild Tel: [phone]

(Joint financial adviser to Hardy)

Crispin Wright

Peel Hunt Tel: [phone]

(Joint financial adviser to Hardy)

James Britton

Redleaf Polhill Tel: [phone]

(PR adviser to Hardy) [e-mail]

Emma Kane / Samantha Robbins

This announcement is not intended to and does not constitute, or form part of, any offer to sell, purchase, exchange or subscribe for, or an invitation to purchase or subscribe for, any securities or the solicitation of an offer to sell, purchase or exchange any securities or of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Hardy in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document. The Acquisition is being made solely pursuant to the terms of the Circular which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Merger. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Circular. Hardy Shareholders are advised to read the formal documentation in relation to the Acquisition carefully, once it has been received.

Whether or not Hardy Shares are voted at the SGM, if the Merger becomes effective, those shares will be cancelled pursuant to the Merger in return for the payment to each Hardy Shareholder of the Acquisition Price.

Copies of this announcement, the Circular, and any other formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise determined by CNA and permitted by applicable law and regulation), such offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Aon Benfield Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for CNA and for no-one else in connection with the Acquisition and will not be responsible to any person other than CNA for providing the protections afforded to clients of Aon Benfield Securities, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Hardy and for no-one else in connection with the Acquisition and will not be responsible to any person other than Hardy for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Hardy and for no-one else in connection with the Acquisition and will not be responsible to any person other than Hardy for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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