Trenwick Group, Ltd.(fka TWKGQ)

[lifegear]

MBO formed LSUK as a new Bermuda holding company....

LSUK was created to release the Oaks from the intercompany debt owed to TGL and TAC. LSUK is the key imho and it could be the link that connects all parties together. The winding up of the Oaks is next year according to this MBO and that's when we're supposed to get some payments for the $67M Notes Receivable from the Oaks including whatever dividends and cash in trust that will be available at that time. What if LSUK becomes a subsidiary of Canopius, the same one that was set up as their Bermuda subsidiary recently? Reverse Triangular Merger?

"As part of the Barclays Sale, Trenwick and TAC released the Oaks from
repaying the intercompany debt (the "Intercompany Debt") owed by them to
Trenwick and TAC. In consideration for such release, LaSalle Re set up a new
holding company, LSUK, a Bermuda company that is operated principally in the
U.K. and is U.K. tax resident, which assumed the liability for the Intercompany
Debt and issued to Trenwick and TAC subordinated promissory notes (the "LSUK
Notes") in exchange for and in respect of such Intercompany Debt.

Upon the winding up of the Oaks' financial affairs, which is not
anticipated to occur prior to 2009, their economic interests, consisting of
profits, if any, from their underwritings, together with any cash held in trust
at Lloyd's to support underwriting activities released to them by Lloyd's, would
be used to repay their creditors, including the LoC Banks, and the INTERCOMPANY DEBT, with the remaining amounts, if any, to be payable to LaSalle Re as LSUK's
sole shareholder to the extent permitted under applicable law. In connection
with LSUK's assumption of the Oaks' liabilities to Trenwick and TAC, LSUK has
acquired 100% of the economic interest in the Oaks and

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20% of the economic interest in Flinstone Limited (a Corporate Capital Member
formed by Magicsunny to support underwriting at Lloyd's for 2004 and subsequent
years ("Flinstone")). The LSUK Notes, the LSUK Memorandum of Association and the
LSUK Bye-Laws provide for payment to Trenwick and TAC from LSUK to the extent
that funds are received, if any, from each of the Oaks.

Upon the consummation of the Magicsunny Sale, Trenwick's and TAC's rights
to payment under the LSUK Notes were subordinated to amounts owing to the Banks
under the LoC Facility, as amended in connection with the Magicsunny Sale. In
addition, any amount payable to Trenwick and TAC pursuant to the LSUK Notes will
occur only after the Letters of Credit issued by the Banks to support
underwriting activities of the Oaks through year of account 2003, and Flinstone
through year of account 2006, have expired and the Banks' claims under the LoC
Facility have been satisfied in full. This may not occur until 2009. As a result
of the priority of distributions contemplated, Trenwick and TAC would receive
payment pari passu to one another from the respective Oaks that owe the debts to
Trenwick and TAC through the Preference Shares; Oaks 1-3 will not fund amounts
owing to Trenwick or TAC by Oak 4 and vice versa, although Oaks 1-3 will funds
amounts owing to Trenwick or TAC by Oaks 1-3 in the aggregate."

http://www.secinfo.com/d13Wqv.26vp.htm