XL Group Announces Completion of Equity Security Units Transaction and Tender Offer for Series C Preference Ordinary Shares

XL Group XL today announced the following: The completion of the remarketing of the $575 million aggregate principal amount of 8.25% senior notes due August 2021 of its wholly-owned subsidiary XL-Cayman, comprising a part of the equity security units issued in 2008, and the settlement of the forward purchase contract component of the ESUs. The final results of the tender offer by XL-Cayman for any and all of its 2,876,000 outstanding Series C Preference Ordinary Shares, liquidation preference $25.00 per share. The Equity Security Units Transaction XL-Cayman purchased all of the Senior Notes in the remarketing at an aggregate price of 100% of the aggregate principal amount thereof, in accordance with the terms of the ESUs. XL-Cayman will retire all of the Senior Notes that it purchased in the remarketing. The proceeds from the remarketing were used to satisfy the purchase price for XL's ordinary shares issued to holders of the ESUs pursuant to the forward purchase contract comprising a part of the ESUs. Each forward purchase contract provided for the issuance of 1.3242 ordinary shares of XL at a price of $25.00. The settlement of the forward purchase contracts resulted in XL's issuance of an aggregate of 30,456,600 ordinary shares for an aggregate purchase price of $575 million. As a result of the settlement of the forward purchase contracts, the ESUs ceased to exist and are no longer traded on the New York Stock Exchange. The Tender Offer The tender offer for any and all of XL-Cayman's 2,876,000 outstanding Preference Shares expired at 5:00 p.m., New York City time, on August 15, 2011. Based on the final count by Global Bondholder Services Corporation, the Depositary for the tender offer, 2,811,000 Preference Shares were properly tendered and not withdrawn pursuant to the tender offer. XL-Cayman has accepted for purchase all Preference Shares tendered. XL-Cayman will promptly pay $25.00 per Preference Share, plus an amount equal to accrued but unpaid dividends up to, but not including, the date the Preference Shares are purchased, in cash. The final number of Preference Shares to be purchased represents approximately 97.7% of the Preference Shares that were outstanding prior to the expiration of the tender offer.