Exhibit 99.1
Contact: Investors:
PXRE Group Ltd. KCSA Worldwide
John Modin Michael Cimini
Chief Financial Officer 212-896-1233
441-296-5858 mcimini@kcsa.com
john.modin@pxre.com
PXRE Group Ltd. NEWS RELEASE
PXRE House [PXRE LOGO]
110 Pitts Bay Road, Pembroke HM 08
Bermuda
441 296 5858
441 296 6162 FAX
PXRE ANNOUNCES $100 MILLION PUBLIC COMMON SHARE OFFERING
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HAMILTON, Bermuda -- (PR Newswire) - November 4, 2004 -- PXRE Group
Ltd. (NYSE: PXT) today announced that it and certain selling shareholders expect
to make a public offering of its common shares having an aggregate selling price
of approximately $100 million (4.08 million shares at the closing price on the
NYSE on November 3, 2004) in November 2004. Of these common shares, 85% are to
be offered by PXRE and 15% are to be offered by the Company's preferred
shareholders. The common shares will be offered by the Company and the preferred
shareholders under the terms of a shelf registration statement that has been
declared effective by the Securities and Exchange Commission.
Credit Suisse First Boston will be sole book-runner and joint lead with
Keefe, Bruyette & Woods. Co-Managers will be Dowling & Partners Securities, LLC,
Fox-Pitt, Kelton and Lazard. The underwriters in the offering are expected to
have an option to purchase up to an additional 15% of the number of common
shares being sold in the offering from the Company, solely to cover
over-allotments, if any. The Company will not receive any of the proceeds from
the sale of the common shares by the preferred shareholders. The Company will
contribute the net proceeds it receives from the offering to PXRE Reinsurance
Ltd. to support the underwriting of additional business that it expects to be
presented during the January 1, 2005 renewal period.
Copies of the prospectus supplement relating to the offering may be
obtained from Credit Suisse First Boston LLC, Prospectus Department, One Madison
Avenue, New York, New York 10010 (telephone no. 212-325-2580).
PXRE - with operations in Bermuda, Barbados, the United States and
Europe - provides reinsurance products and services to a worldwide marketplace.
The Company's primary focus is providing property catastrophe reinsurance and
retrocessional coverage. The Company also provides marine, aviation and
aerospace products and services. The Company's shares trade on the New York
Stock Exchange under the symbol "PXT."
Statements in this release that are not strictly historical are
forward-looking and are based upon current expectations and assumptions of
management. Statements included herein, as well as statements made by or on
behalf of PXRE in its communications and discussions with investors and analysts
in the normal course of business through meetings, phone calls and conference
calls, which are not historical in nature are intended to be, and are hereby
identified as, "forward-looking statements" for purposes of the safe harbor
provided by Section 21E of the Securities Exchange Act of 1934 as amended. These
forward-looking statements, identified by words such as "intend," "believe,"
"anticipate," or "expects" or variations of such words or similar expressions
are based on current expectations, speak only as of the date hereof, and are
subject to risk and uncertainties. In light of the risks and uncertainties
inherent in all future projections, these forward-looking statements in this
report should not be considered as a representation by us or any other person
that the Company's objectives or plans will be achieved. The Company cautions
investors and analysts that actual results or events could differ materially
from those set forth or implied by the forward-looking statements and related
assumptions, depending on the outcome of certain important factors including,
but not limited to, the following: (i) because of exposure to catastrophes,
PXRE's financial results may vary significantly from period to period; (ii) The
Company may be overexposed to losses in certain geographic areas for certain
types of catastrophe events; (iii) PXRE operates in a highly competitive
environment; (iv) reinsurance prices may decline, which could affect the
Company's profitability; (v) underwriting reinsurance includes the application
of judgment, the assessment of probabilities and outcomes, and assumption of
correlations, which are subject to inherent uncertainties; (vi) reserving for
losses includes significant estimates which are also subject to inherent
uncertainties; (vii) a decline in the credit rating assigned to the Company's
claim-paying ability may impact its potential to write new or renewal business;
(viii) a decline in the Company's ratings may require us to transfer premiums
retained by us into a beneficiary trust or may allow clients to terminate their
contract with us; (ix) The Company's investment portfolio is subject to market
and credit risks which could result in a material adverse impact on its
financial position or results; (x) because PXRE depends on a few reinsurance
brokers for a large portion of revenue, loss of business provided by them could
adversely affect us; and the Company's reliance on reinsurance brokers exposes
us to their credit risk; (xi) The Company may be adversely affected by foreign
currency fluctuations; (xii) retrocessional reinsurance subjects us to credit
risk and may become unavailable on acceptable terms; (xiii) the impairment of
the Company's ability to provide collateral to cedents could affect its ability
to offer reinsurance in certain markets; (xiv) the reinsurance business is
historically cyclical, and the Company may experience periods with excess
underwriting capacity and unfavorable premium rates; conversely, PXRE may have a
shortage of underwriting capacity when premium rates are strong; (xv) regulatory
constraints may restrict the Company's ability to operate its business; (xvi)
contention by the United States Internal Revenue Service that the Company or its
offshore subsidiaries are subject to U.S. taxation could result in a material
adverse impact on the Company's financial position or results; and (xvii)
changes in tax laws, tax treaties, tax rules and interpretations could result in
a material adverse impact on the Company's financial position or results. In
addition to the factors outlined above that are directly related to PXRE's
business, PXRE is also subject to general business risks, including, but not
limited to, adverse state, federal or foreign legislation and regulation,
adverse publicity or news coverage, changes in general economic factors, the
loss of key employees and other factors set forth in PXRE's SEC filings. The
factors listed above should not be construed as exhaustive. Therefore, actual
results or outcomes may differ materially from what is expressed or forecasted
in such forward-looking statements.
PXRE undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events (including catastrophe
events), or otherwise.
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