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Review of registered prospectus

20 September 2004

Aquiline Holdings Limited – review of registered prospectus and certain advertisements

Aquiline Holdings Limited’s registered prospectus for an offer of converting preference shares and redeemable preference shares has been reviewed by the Securities Commission.

The Commission found that Aquiline Holdings Limited was in breach of the Securities Act 1978 as the registered prospectus omitted a material particular about the securities offered, in that, it did not contain an adequate description of the process by which the board arrives at the share price.

“If companies raising money from the public choose to use subjective pricing mechanisms for their shares this needs to be very clearly highlighted for investors, along with the processes and procedures that will be undertaken to price the shares” Chairman Jane Diplock said. “Aquiline’s prospectus was inadequate in the way it explained this for investors”.

The Commission also reviewed a newspaper advertisement for the offer, and material used at the launch presentation.

The Commission found that the newspaper advertisement breached the Securities Regulations 1983 in that it was likely to mislead or confuse investors about their participation in any growth of Aquiline in the time before the conversion of the converting preference shares.

The Commission also found that the information provided at the launch of the offer included prospective financial information which was not contained in the registered prospectus and this was in breach of the Securities Act 1978 and the Securities Regulations 1983.

The Commission has published its report on Aquiline Holdings Limited’s registered prospectus and advertising on its website


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