TIDMCAT
RNS Number : 6124A
CATCo Reinsurance Opps Fund Ltd
29 September 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN, ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (OTHER THAN THE UK) OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
This announcement does not constitute or form part of, and
should not be construed as, any offer for sale or subscription of,
or solicitation of any offer to buy or subscribe for, any shares in
CATCo Reinsurance Opportunities Fund Ltd. or securities in any
other entity, in any jurisdiction, including the United States, nor
shall it, or any part of it, or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract or
investment decision whatsoever, in any jurisdiction. This
announcement does not constitute a recommendation regarding any
securities.
CATCo Reinsurance Opportunities Fund Ltd.
Publication of Prospectus, Circular and Notice of Special
General Meeting
To: SFM, London Stock Exchange Date: 29 September 2015
and Bermuda Stock Exchange
On 21 September 2015, CATCo Reinsurance Opportunities Fund Ltd.
("the Company") announced its intention to raise further equity
capital through the issue of up to 750 million New Shares over a
twelve month period by way of an Initial Placing and Offer and
subsequent Placing Programme. The maximum size of 750 million New
Shares is not a target and is intended to afford the Board the
flexibility to satisfy demand for New Shares throughout the life of
the fundraising programme. The Company has today published a
Prospectus describing the Initial Placing and Offer and the Placing
Programme in detail.
Summary of the Initial Placing and Offer and the Placing
Programme
New Shares issued pursuant to the Initial Placing and Offer will
be issued as C Shares. The assets attributable to such C Shares
will be held in cash or near cash until the January 2016
reinsurance renewals, following which they are expected to be fully
invested in accordance with the Company's investment policy. The C
Shares are expected to be converted into Ordinary Shares following
the date on which the Ordinary Shares go ex-dividend in respect of
the 2015 Annual Dividend unless the Ordinary Shares have any
exposure to Side Pocket Investments at such time. Where one or more
Side Pocket Investments is in issue, the C Shares will not convert
into Ordinary Shares until such time as the Ordinary Shares are no
longer so exposed, although the Directors have the discretion to
determine when such conversion shall take place and may convert C
Shares when the Ordinary Shares into which they will convert remain
exposed to Side Pocket Investments that they (in their absolute
discretion) consider not to be material (taking into account the
materiality of the value of the Side Pocket Investments as a
percentage of the latest published Net Asset Value of the Company
and such other factors as the Directors consider to be relevant and
provided in any event that at least 80 per cent. of the assets
attributable to such class of C Shares has been invested in
accordance with the Company's investment policy).
New Shares issued pursuant to the Placing Programme may be
issued as Ordinary Shares and/or C Shares at the discretion of the
Directors. The Directors expect to issue New Shares pursuant to the
Placing Programme as C Shares only in circumstances where: (a) the
Company is raising capital that it does not expect to be able to
fully deploy shortly after issue, in order to mitigate the risk of
cash drag on the Ordinary Shareholders; or (b) during any period
when the Master Fund has designated one or more investments as a
Side Pocket Investment, in order to ensure that investors are not
unduly exposed to potential losses and premiums that the Directors
(in their absolute discretion) believe may be material taking into
account the materiality of the value of the Side Pocket Investments
as a percentage of the latest published Net Asset Value of the
Company and such other factors as the Directors consider to be
relevant (although there may be other circumstances in which the
Directors consider that it is in the best interests of the Company
to issue C Shares pursuant to the Placing Programme).
Issue Price
C Shares issued under the Initial Placing and Offer will be
issued at US$1 per C Share.
All New Shares issued as Ordinary Shares or (where C Shares of
the same class are already in issue) C Shares pursuant to the
Placing Programme will be issued at a premium to the latest
published Net Asset Value per Ordinary Shares or C Shares of that
class (as the case may be) which is at least sufficient to cover
the costs and expenses of the relevant placing. In determining the
relevant Issue Price, the Directors will also take into
consideration, inter alia, the prevailing market conditions at that
time. All New Shares issued as C Shares (where C Shares of the same
class are not already in issue) under the Placing Programme will be
issued at US$1 per C Share.
Costs associated with the Initial Placing and Offer and Placing
Programme
The holders of C Shares issued pursuant to the Initial Placing
and Offer will bear the costs of the Initial Placing and Offer up
to a maximum amount of two per cent. of the gross proceeds of the
Initial Placing and Offer. Any costs in excess of such amount shall
be borne out of the Company's existing cash reserves and therefore
borne, indirectly, by holders of existing Ordinary Shares. By way
of example, if gross proceeds of US$50 million are raised under the
Initial Placing and Offer (on the basis that 50 million New Shares
are issued as C Shares at an Issue Price of US$1.00 per New Share):
(i) the Initial Placing and Offer Costs up to US$1 million (being
two per cent. of the gross proceeds of US$50 million) will be met
by the Company from the gross proceeds of the Initial Placing and
Offer; and (ii) any Initial Placing and Offer Costs in excess of
US$1 million will be met by the Company from its existing cash
reserves.
In contrast to the Initial Placing and Offer, there is no
maximum amount of costs that will be met by the Company from the
gross proceeds of a Subsequent Placing under the Placing Programme
(and all such costs will therefore be borne, indirectly, by the
holders of the New Shares issued pursuant to the applicable
Subsequent Placing).
Dealings
Applications will be made to the London Stock Exchange for all
of the New Shares issued pursuant to the Initial Placing and Offer
and the Placing Programme to be admitted to trading on the
Specialist Fund Market. It is expected that Admission in respect of
the Initial Placing and Offer will become effective, and that
dealings in the New Shares issued pursuant to the Initial Placing
and Offer will commence, on 2 November 2015. It is expected that
Admissions in respect of the Placing Programme will become
effective, and that dealings for normal settlement in the New
Shares issued pursuant to the Placing Programme will take place,
between the Initial Admission and 28 September 2016.
Applications for a secondary listing will be made to the BSX for
all of the New Shares issued pursuant to the Initial Placing and
Offer and the Placing Programme to be admitted to trading on the
BSX.
Summary of the Proposals
The Company has today also posted a circular to Shareholders to
explain the background to, and reasons for, certain Proposals
associated with the Initial Placing and Offer and Placing Programme
that each require the approval of the Shareholders.
Re-designation of Authorised Share Capital
The authorised share capital of the Company is US$74,019,867.40
divided into 500,000,000 unclassified shares of US$0.0001 each and
B Shares of such nominal value as the Directors may determine upon
issue. In order to be able to allot and issue the maximum number of
New Shares under Initial Placing and Offer and the Placing
Programme (being 750 million New Shares), the Board is proposing to
re-designate the authorised share capital of the Company such that
it is divided into 1,500,000,000 unclassified shares of US$0.0001
each and B Shares of such nominal value as the Directors may
determine upon issue (the "Share Capital Proposals").
Disapplication of Pre-emption Rights
The New Shares to be issued under the Initial Placing and Offer
and the Placing Programme will not be issued pre-emptively to
existing Shareholders. Accordingly, the Company is asking
Shareholders to approve the disapplication of the pre-emption
rights contained in the Bye-laws in relation to the Initial Placing
and Offer and the Placing Programme (the "Disapplication of
Pre-emption Rights").
Continuation Vote Proposals
In addition, in connection with the Initial Placing and Offer
and the Placing Programme, the Board is proposing that the
Company's continuation vote which is required to be put to
Shareholders at next year's annual general meeting (in accordance
with the existing Bye-laws and as per the Company's prospectuses
issued in December 2010 and May 2011) be brought forward to the
Special General Meeting (the "Continuation Vote Proposals").
The Tender Offer Proposals
In order to make an investment in the Company more attractive to
a wider range of investors, the Board has introduced a policy under
which it expects (but will not be obliged) to implement a tender
offer following the end of each Fiscal Year in order to provide
investors with an opportunity to take a share of any annual profits
in excess of the annual dividend, provided that the Company's
Shares have been trading at a discount to the Net Asset Value per
Share of that class, as described further in Part 2 of the Circular
(a "Return of Value Tender Offer").
(MORE TO FOLLOW) Dow Jones Newswires
September 29, 2015 12:02 ET (16:02 GMT)
If the Board exercises its discretion to implement a Return of
Value Tender Offer in respect of any Fiscal Year, Shareholders will
be sent a circular setting out the details of the Return of Value
Tender Offer and inviting Shareholders to tender their Shares in
accordance with the terms and conditions set out in such circular.
The Directors reserve the right to cancel any Return of Value
Tender Offer prior to its implementation where they consider this
to be in the best interests of the Company, including (but not
limited to) when a Covered Event has occurred prior to the end of
the relevant Fiscal Year and/or where the Directors determine that
there are insufficient Excess Annual Profits to justify the
implementation of the Return of Value Tender Offer.
Under Bye-law 3, the Company is permitted to purchase its own
shares for cancellation in accordance with the Act on such terms as
the Board shall think fit without the approval of Shareholders,
provided that no purchase by the Company of its own Shares may be
effected if, on the date on which the purchase is to be effected,
there are reasonable grounds for believing that the Company is, or
after the purchase would be, unable to pay its liabilities as they
become due. However, the Board intends to seek the approval of
Shareholders to implement Return of Value Tender Offers in respect
of each Fiscal Year at the Company's Annual General Meeting in each
year (provided that the Company's Shares have been trading at a
discount to the Net Asset Value per Share and that sufficient
excess annual profits are available). The Company is asking
Shareholders to approve the potential Return of Value Tender Offer
in relation to the 2015 Fiscal Year (the "2015 Return of Value
Tender Offer") at the Special General Meeting (the "Tender Offer
Proposals").
The Share Capital Proposals, Disapplication of Pre-emption
Rights, the Continuation Vote Proposals and the Tender Offer
Proposals are together referred to in the Circular as the
"Proposals".
Special General Meeting
The Special General Meeting at which the Directors are seeking
authority, inter alia, to issue and allot Shares in respect of the
Share Issuance Programme, will be held at Crawford House, 50 Cedar
Avenue, Hamilton HM11, Bermuda at 9.00 a.m. (Bermuda time) on 28
October 2015.
Expected timetable
Initial Placing and Offer open 29 September 2015
Latest time and date for receipt 9.00 a.m. (Bermuda time) on
of Forms of Instruction or CREST 23 October 2015
Proxy Instructions from the Depository
Interest Holders for the Special
General Meeting
Latest time and date for receipt 9.00 a.m. (Bermuda time) on
of Forms of Proxy for the Special 26 October 2015
General Meeting
Latest time and date for receipt 1.00 p.m. on 27 October 2015
of Application Forms under the
Offer
Special General Meeting 9.00 a.m. (Bermuda time) on
28 October 2015
Latest time and date for receipt 3.00 p.m. on 28 October 2015
of Placing commitments
Announcement of the results of 29 October 2015
the Initial Placing and Offer
Admission of the New Shares to 8.00 a.m. on 2 November 2015
trading, and commencement of dealings,
on the Exchange's Specialist Fund
Market
Admission of the New Shares to 8.00 a.m. on 2 November 2015
trading, and commencement of dealings,
on the BSX
New Shares issued and CREST accounts 2 November 2015
credited in respect of Depositary
Interests
Dispatch of definitive share certificates Week commencing 9 November 2015
for New Shares in certificated
form (where applicable)
Any changes to the expected timetable set out above will be
notified by the Company through a Regulatory Information Service.
All references to times in this announcement are to Bermuda times.
In particular the Board may, with the prior approval of the
Investment Manager and Numis, bring forward or postpone the closing
time and date for the Issue. In the event that such date is
changed, the Company will notify investors who have applied for C
shares pursuant to the Issue of changes to the timetable either by
post, electronic mail or by the publication of a notice through a
Regulatory Information Service.
Further information
The ISIN of the C Shares to be issued under the Initial Placing
and Offer is BMG1961Q1428 and the SEDOL is BZ3F396.
The ISIN of the Ordinary Shares is BMG1961Q2095 and the SEDOL is
BVFCRP1.
Further details of the Initial Placing and Offer and the Placing
Programme, are set out in the Prospectus, which, together with the
Circular, will be available today on the Company's website at
http://www.catcoreoppsfund.com/.
Copies of the Prospectus and the Circular will be submitted to
the National Storage Mechanism and will shortly be available for
inspection at http://www.morningstar.co.uk/uk/NSM.
Any defined terms used in this announcement are as set out in
the Prospectus and/or the Circular unless otherwise stated.
Enquiries:
CATCo Investment Management Ltd.
Judith Wynne, General Counsel
Mobile: +44 7986 205364
Telephone: +1 441 493 9005
Email: judith.wynne@catcoim.com
Mark Way, Investor Relations Director
Mobile: +44 7786 116991
Telephone: +1 441 293 0050
Email: mark.way@catcoim.com
Numis Securities Limited
David Benda / Hugh Jonathan
Telephone: +44 (0) 20 7260 1000
Important notices and disclaimers
The content of this announcement, which has been prepared by and
is the sole responsibility of the Company, has been approved by
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority, solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 (as amended).
Recipients of this announcement who are considering acquiring
shares in the Company in connection with the Initial Placing and
Offer and the Placing Programme are reminded that any such
acquisition must be made only on the basis of the information
contained in the Prospectus and any supplementary prospectus(es)
thereto which may be different from the information contained in
this announcement.
Numis, which is authorised and regulated by the Financial
Conduct Authority, is acting only for the Company in connection
with the matters described in this announcement and is not acting
for or advising any other person, or treating any other person as
its client, in relation thereto and will not be responsible for
providing the regulatory protection afforded to clients of Numis or
advice to any other person in relation to the matters contained
herein.
The shares of the Company have not been, nor will they be,
registered under the US Securities Act of 1933, as amended, or with
any securities regulatory authority of any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan, New Zealand or South
Africa. Further, the Company has not been and will not be
registered under the US Investment Company Act of 1940, as amended.
Subject to certain exceptions, the shares of the Company may not be
offered or sold in any Member State of the European Economic Area
(other than the United Kingdom), the United States of America,
Canada, Australia, Japan, New Zealand or South Africa or to or for
the account or benefit of any national, resident or citizen of any
Member State of the European Economic Area (other than the United
Kingdom), Canada, Australia, Japan, New Zealand or South Africa or
any person located in the United States. The Initial Placing and
Offer and the Placing Programme and the distribution of this
announcement in other jurisdictions may be restricted by law and
the persons into whose possession this announcement comes should
inform themselves about, and observe, any such restrictions.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, proposed
acquisitions and objectives are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties
and accordingly the Company's actual future financial results and
operational performance may differ materially from the results and
performance expressed in, or implied by, the statements. These
forward-looking statements speak only as at the date of this
announcement. The Company, CATCo Investment Management Limited and
Numis expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000,
the Prospectus Rules of the Financial Conduct Authority or other
applicable laws, regulations or rules.
Acquiring shares to which this announcement relates may expose
an investor to a significant risk of losing all of the amount
invested. Persons considering making such an investment should
consult an authorised person specialising in advising on such
investments and should ensure that they fully understand and accept
the risks which will be set out in the Prospectus, when published.
This announcement does not constitute a recommendation concerning
the Initial Placing and Offer or the Placing Programme and no
information in this announcement should be construed as providing
financial, investment or other professional advice. The value of
the Ordinary and/or C Shares can decrease as well as increase. Past
performance or information in this announcement or any of the
documents relating to the Issue and/or the Placing Programme cannot
be relied upon as a guide to future performance. The returns set
out in this announcement are targets only. There is no guarantee
that any returns set out in this announcement
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