Steven Wevodau - Property & Casualty Insurance

GEORGE TOWN, GRAND CAYMAN, Cayman Islands, March 10 /PRNewswire-FirstCall/ — United America Indemnity, Ltd. (Nasdaq: INDM - News; the “Company”) announced the terms of its previously disclosed $100 million rights offering (the “Rights Offering”).(Logo: http://www.newscom.com/cgi-bin/prnh/20060706/MXTH001LOGO )

The rights will have a subscription price of $3.50 per share.

Under the Rights Offering, the Company will distribute to holders of record of the Company’s Class A Common Shares on March 16, 2009 (the “Record Date”) non-transferable rights to subscribe for Class A Common Shares and to holders of record of the Company’s Class B Common Shares on the Record Date non-transferable rights to subscribe for Class B Common Shares. Shareholders of record will receive one non-transferable right per common share. Each right-holder will be entitled to purchase 0.9013 common shares per right.

The Class A Common Shares will begin trading ex-rights on March 12, 2009. The Class B Common Shares are not publicly traded. Rights may be exercised at any time during the subscription period, which commences on the Record Date and ends at 5:00 PM EDT April 6, 2009 (the “Expiration Date”). There is no over-subscription privilege as part of the Rights Offering.

The Company has entered into a backstop commitment agreement with an affiliate of Fox Paine & Company, LLC (”Fox Paine”), the Company’s largest shareholder, pursuant to which the backstop provider intends to purchase any common shares not subscribed for pursuant to the Rights Offering.

IMPORTANT DATES*

 

    Last Day to Buy Stock and
     Receive Rights (1)                      March 11, 2009
    Shares Trade Ex-Rights                   March 12, 2009
    Record Date                              March 16, 2009
    Subscription Period (2)                  March 16, 2009-April 6, 2009
    Expiration Date (2)                      5:00 P.M., EDT April 6, 2009

    (1) Assumes T+3 settlement.
    (2) Subject to extension if the Company extends the Expiration Date.

The Company intends to use the proceeds from the Offering to support its strategic initiatives, enhance liquidity and financial flexibility, and for other general corporate purposes. The Company has the right to terminate the Offering at any time throughout the subscription period.

A registration statement relating to the Class A Common Shares to be issued in the Offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) but has not yet become effective. The registration statement will be amended prior to its effectiveness to include the Class B Common Shares to be issued in the Offering. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in any jurisdiction. Any such offer will be made solely by means of a prospectus meeting the requirements of the applicable securities laws.

Webcast

INDM has posted an investor presentation discussing the Offering on its website. The presentation may be accessed within the Investor Relations section at www.uai.ky. It will be available throughout the entire subscription period.

Additional information regarding the Offering may be obtained from the Company’s Information Agent, Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038, (800) 501- 4416.

About United America Indemnity, Ltd.

United America Indemnity, Ltd. (Nasdaq: INDM - News), through its several direct and indirect wholly owned subsidiary insurance and reinsurance companies, is a national and international provider of excess and surplus lines and specialty property and casualty insurance and reinsurance, both on an admitted and non-admitted basis. The Company’s four principal divisions include:

 

     -- Insurance Operations:

        - Penn-America, which includes property and general liability products
          for small commercial businesses distributed through a select network
          of wholesale general agents with specific binding authority;

        - United National, which includes property, general liability, and
          professional lines products distributed through program
          administrators with specific binding authority;

        - Diamond State, which includes property, general liability, and
          professional lines products distributed through wholesale brokers.

     -- Reinsurance Operations:

        - Wind River Reinsurance Company, Ltd., a Bermuda based treaty and
          facultative reinsurer of excess and surplus lines and specialty
          property and casualty insurance.

Forward-Looking Information

This release contains forward-looking information about United America Indemnity, Ltd. and the operations of United America Indemnity, Ltd. that is intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of the transactions, and statements about the future performance, operations, products and services of the companies.

The business and operations of United America Indemnity, Ltd. is and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements.

For example, the Company’s forward-looking statements about the Rights Offering could be affected by risks including the Company’s inability to successfully complete the Rights Offering, material adverse changes in the Company’s business or general market conditions, conditions to the backstop provider’s obligations or the Company’s inability to profitability use the proceeds from the Rights Offering. Risks, uncertainties and other factors that could cause the Company’s results and experience to differ from those projected include, but are not limited to, the following: (1) the ineffectiveness of United America Indemnity, Ltd.’s business strategy due to changes in current or future market conditions; (2) the effects of competitors’ pricing policies, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products; (3) greater frequency or severity of claims and loss activity than United America Indemnity, Ltd.’s underwriting, reserving or investment practices have anticipated; (4) decreased level of demand for United America Indemnity, Ltd.’s insurance products or increased competition due to an increase in capacity of property and casualty insurers; (5) risks inherent in establishing loss and loss adjustment expense reserves; (6) uncertainties relating to the financial ratings of United America Indemnity, Ltd.’s insurance subsidiaries; (7) uncertainties arising from the cyclical nature of United America Indemnity, Ltd.’s business; (8) changes in United America Indemnity, Ltd.’s relationships with, and the capacity of, its general agents; (9) the risk that United America Indemnity, Ltd.’s reinsurers may not be able to fulfill obligations; (10) investment performance and credit risk; and (11) uncertainties relating to governmental and regulatory policies. The foregoing review of important factors should be read in conjunction with the other cautionary statements that are included in United America Indemnity, Ltd.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as well as in the materials filed and to be filed with the SEC. United America Indemnity, Ltd. does not make any commitment to revise or update any forward-looking statements in order to reflect events or circumstances occurring or existing after the date any forward-looking statement is made.