Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

DISCLOSEABLE TRANSACTION IN RELATION TO THE DISPOSAL OF 100% OF THE OUTSTANDING ORDINARY SHARES OF IRONSHORE INC.

Reference is hereby made to the Acquisition Announcements in relation to the acquisitions of the 100% of the outstanding ordinary shares of Ironshore by the Group, and the IPO Announcements in relation to the possible IPO of Ironshore.

THE SPA

The Board is pleased to announce that the Sellers, both of which are indirect wholly-owned subsidiaries of the Company, Ironshore and the Company have entered into the SPA dated 5 December 2016 (New York time) with the Purchaser, pursuant to which the Sellers have agreed to sell and the Purchaser has agreed to purchase the Target Shares, which are 100% of the outstanding ordinary shares of Ironshore for consideration of approximately USD3 billion in cash (subject to price adjustments).

Upon consummation of the Disposal, the Group will cease to hold any interest in Ironshore and accordingly, Ironshore will cease to be a subsidiary of the Company.

LISTING RULES IMPLICATIONS

As more than one of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Disposal exceed 5% but are less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

Reference is hereby made to the Acquisition Announcements in relation to the acquisitions of the 100% of the outstanding ordinary shares of Ironshore by the Group, and the IPO Announcements in relation to the possible IPO of Ironshore.

The Board is pleased to announce that the Sellers, both of which are indirect wholly-owned subsidiaries of the Company, Ironshore and the Company have entered into the SPA dated 5 December 2016 (New York time) with the Purchaser, pursuant to which the Sellers have agreed to sell and the Purchaser has agreed to purchase the Target Shares, which are 100% of the outstanding ordinary shares of Ironshore for consideration of approximately USD3 billion in cash (subject to price adjustments).

The details of the SPA are as follows:

THE SPA

Date:

5 December 2016 (New York time)

Parties:

  1. Sellers: (i) Mettlesome Investments (HK); and

  2. Purchaser : Liberty Mutual

  3. The Company

  4. Ironshore

(ii) Mettlesome Investments (Cayman)

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiry, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

Disposal:

Subject to the terms and conditions of the SPA, sale by the Sellers and purchase by the Purchaser of the Target Shares, representing 100% of the outstanding ordinary shares of Ironshore.

Consideration and Payment Terms:

The Consideration of the Disposal shall be equal to the product of the actual tangible book value of Ironshore as of 31 December 2016 and 1.45 plus adjustments, which is estimated to be approximately USD3 billion (subject to price adjustments) payable at Closing in cash.

Consideration and Payment Terms (continued):

The Consideration was determined through arm's length negotiations among the parties to the SPA with reference to, among other matters: (i) the value of the assets and business of Ironshore; and (ii) the unique specialty insurance franchise and capabilities of Ironshore management team.

The audited net profits (both before and after taxation) (prepared in accordance with U.S. GAAP) attributable to equity holders of Ironshore for the two fiscal years immediately preceding the Disposal are as follows:

For the year ended 31 December

2015

2014

(audited)

(audited)

approximately

approximately

USD million

USD million

Net profit before tax

42.86

87.37

Net profit after tax

57.80

84.47

The unaudited total assets and net assets of Ironshore were approximately USD7,910.58 million and USD2,122.65 million, respectively, as at 30 September 2016.

Conditions to Closing:

The obligations under the SPA to consummate the Disposal are subject to the satisfaction (or waiver) at or prior to the Closing of the closing conditions contemplated by the SPA, inter alia, the following:

  1. the waiting period (and any extension of such period) under the Hart- Scott-Rodino Antitrust Improvements Act of 1976 (as amended) applicable to the consummation of the transactions contemplated by the SPA shall have expired or shall have been terminated. All consents, approvals, or authorizations of, declarations or filings with, or notices to any governmental entity in connection with the transactions contemplated thereby set forth in the SPA, in each case, that are required to be obtained or made at or prior to the Closing, shall have been so obtained or made and shall be in full force and effect, and all waiting periods required under applicable law with respect thereto shall have expired or been terminated;

  2. no temporary restraining order, preliminary or permanent injunction, or other order issued by any court or other governmental entity of

Conditions to Closing (continued):

competent jurisdiction and no statute, rule or regulation of any such governmental entity preventing the consummation of the purchase and sale of the Target Shares or any other material transaction contemplated by the SPA shall be in effect; provided that the party asserting the failure of this condition shall have used its reasonable best efforts to have any such order or injunction vacated in accordance with the SPA;

  1. each party shall have performed and complied in all material respects with all agreements, obligations and covenants required to be performed or complied with by it under the SPA on or prior to the Closing Date (as defined below); and

  2. the Purchaser and the Sellers shall have delivered or caused to have delivered each of the documents required to be delivered pursuant to the SPA.

Closing:

The Closing shall take place on the fifth Business Day following the satisfaction or waiver, as applicable, of all the conditions set forth in the SPA or on such other date as may be mutually agreed in writing by the Sellers and the Purchaser (such date, the "Closing Date"). The Closing is expected to take place in the first half of 2017.

FINANCIAL IMPLICATIONS OF THE DISPOSAL

Upon consummation of the Disposal, the Group will cease to hold any interest in Ironshore and accordingly, Ironshore will cease to be a subsidiary of the Company.

Based on the Consideration of approximately USD3 billion for the Disposal and the Group's book value of Ironshore, it is presently expected that, for illustrative purposes only, an unaudited after tax gain of approximately USD310 million will be recognized by the Sellers from the Disposal. The shareholders of the Company should note that the aforementioned figures are for illustrative purposes only and the actual after tax gain recognized from the Disposal is subject to review by the auditors of the Group of the consolidated financial statements of the Group.

The Group intends to use the proceeds from the Disposal for repayment of existing loans as well as for general corporate fund purposes, including but not limited to working capital and new investments.

Fosun International Limited published this content on 05 December 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 December 2016 14:13:03 UTC.

Original documenthttp://media.corporate-ir.net/media_files/IROL/19/194273/2016/Announcement-Ironshore disposal _ E _ final.pdf

Public permalinkhttp://www.publicnow.com/view/6EA60E9A9829D260F2D47B5E665B68D013A28C34