RNS - Scheme Becomes Effective

Date published: 01/07/11

Further to the announcement made on 28 June 2011, the Directors of Chaucer Holdings plc (“Chaucer”) are pleased to announce that, the Court having confirmed the necessary Reduction of Capital, the scheme of arrangement under Part 26 of the Companies Act 2006 to implement the acquisition of Chaucer by 440 Tessera Limited (a wholly-owned subsidiary of The Hanover Insurance Group, Inc.) (“BidCo”) has become effective in accordance with its terms.

The listing of Chaucer Shares on the Official List of the UK Listing Authority will be cancelled and consequently the Chaucer Shares will cease to be admitted to trading on the London Stock Exchange, both with effect from 8 a.m. (London time) on 4 July 2011.

Elections for Loan Notes have been validly made with respect to 15,495,695 Chaucer Shares.

Settlement of the cash consideration in respect of the Acquisition Price, and the issue of certificates in respect of the Loan Notes issued pursuant to the Loan Note Alternative should be effected by BidCo by no later than 15 July 2011.

Unless the context otherwise requires, terms defined in the Scheme Circular published by Chaucer on 11 May 2011, as amended and supplemented by the Supplementary Scheme Circular dated 20 May 2011, shall have the same meaning in this announcement.

RECOMMENDED CASH ACQUISITION OF CHAUCER HOLDINGS PLC BY 440 TESSERA LIMITED A WHOLLY-OWNED SUBSIDIARY OF THE HANOVER INSURANCE GROUP, INC. (to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

Scheme becomes effective