RNS Number : 8855D
  Benfield Group Limited
  19 September 2008
   
    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTION
    


    19 September 2008 

    Posting of Shareholder Circular

    Further to the announcement on Friday 22 August 2008 regarding the proposed acquisition of Benfield Group Limited ("Benfield" or the
"Company") by Aon Corporation, Benfield today announces that it has posted to its shareholders a copy of the circular (the "Shareholder
Circular") setting out full details of the proposed acquisition and containing notice of a Special General Meeting of the Company to be held
at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda, on 14 October 2008.

    Copies of the Shareholder Circular have been submitted to, and will be available for inspection at, the Financial Services Authority's
document viewing facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS

    The Shareholder Circular is also available on the Investor Relations section of Benfield's website at http://www.benfieldgroup.com

    -ENDS-
    Contacts:
    Analysts & Investors
    Julianne Jessup                     Benfield                           +44 (0) 20 7578 7425
    Rob Bailhache                       Financial Dynamics        +44 (0) 20 7269 7200
    Media
    David Bogg                            Benfield                             +44 (0) 20 7522 4016
    Peter Rigby/David Haggie   Haggie Financial             +44 (0) 20 7417 8989

    Benfield is the world's leading independent reinsurance and risk intermediary. Its customers include many of the world's major insurance
and reinsurance companies as well as government entities and global corporations. Benfield operates from more than 50 locations worldwide
and is listed on the London Stock Exchange under the ticker symbol BFD. www.benfieldgroup.com.

    As Benfield is incorporated and has its registered office in Bermuda, the Code does not apply to the Acquisition. However, pursuant to
the terms of the Implementation Agreement, Benfield and Bidco have agreed that the provisions of the Code will apply to the Acquisition.
Benfield agrees to comply with the Code in relation to the Acquisition for so long as the Board determines that to do so it is in the best
interests of Benfield. Aon has undertaken to comply with the Code for so long as (i) the Benfield Board recommend the Acquisition; (ii) the
Benfield Board do not withdraw or adversely modify the recommendation of the Acquisition; (iii) the Benfield Board do not resolve to cease
complying with the Code; and (iv) any other potential offeror also agrees to comply with the Code within a certain period following its
offer or approach to Benfield. Benfield and Aon have acknowledged that the Takeover Panel does not have jurisdiction over the Acquisition
and have agreed to appoint an independent committee with delegated authority from the Benfield Board to determine the application and interpretation of the Code. In the event of any dispute
arising between affected parties which cannot be resolved, Benfield and Aon have agreed to jointly refer the dispute to an independent third
party who has, in the opinion of Benfield and Aon acting reasonably, suitable experience and expertise in respect of the Code to determine
that dispute.

    The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law
and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about,
and observe, any applicable requirements. In particular the ability of Benfield Shareholders who are not resident in the United Kingdom to
vote their Benfield Shares at the Special General Meeting may be affected by the laws of the relevant jurisdiction in which they are
located. This announcement has been prepared for the purposes of complying with English law and with regard to the Code, and the information
disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside of England.

    This announcement is not intended to, and does not constitute, or form part of, an offer to sell, purchase, exchange or subscribe for or
a solicitation of an offer to sell, purchase or exchange any securities or a solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. The
Acquisition will be made solely pursuant to the terms of the Shareholder Circular which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Amalgamation. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of information contained in the Shareholders Circular. Benfield Shareholders are advised to
read carefully the formal documentation in relation to the Acquisition once it has been despatched. 

    Copies of this announcement and any 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 and persons receiving such
documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. If the Acquisition is implemented by way of an offer (unless otherwise determined by Aon and permitted by
applicable law and regulation), the 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 intestate 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.

    Notice to US investors in Benfield

    The Acquisition relates to the shares of a Bermudian company and is being made by means of an amalgamation provided for under Bermudian
company law. A transaction effected by means of an amalgamation is not subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Bermuda to
amalgamations which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future,
Aon exercises its right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the United States,
the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this
announcement and the Shareholder Circular has been or will have been prepared in accordance with IFRS accounting standards that may not be
comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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