TIDMCAT
RNS Number : 5774T
CATCo Reinsurance Opps Fund Ltd
13 October 2017
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 is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information contained in a prospectus to be published by the CATCo
Reinsurance Opportunities Fund Ltd. (the "Company") in early
November 2017. 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 the Company 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 or act as
an inducement to enter into any contract or commitment
whatsoever.
13 October 2017
CATCo Reinsurance Opportunities Fund Ltd.
(the "Company" or "CATCo")
Publication of Circular and Notice of Special General
Meeting
Following the Company's announcement on 2 October 2017 in
relation to its intention to raise additional capital, CATCo
Reinsurance Opportunities Fund Ltd. announces that it is convening
a special general meeting (the "SGM") to be held at 10th Floor
East, 141 Front Street, Hamilton HM19, Bermuda at 9.00 a.m.
(Bermuda time) (1.00 p.m. London time) on 7 November 2017 to
consider and, if thought fit, pass the resolutions detailed below.
Resolution 1 will be proposed as an ordinary resolution. Resolution
2 will be proposed as a special resolution. In addition, the
Company announces that it is intending to publish a prospectus in
relation to an Initial Placing and Offer and a subsequent Placing
Programme of C Shares in early November 2017.
RESOLUTION 1
THAT, the authorised share capital of the Company of
US$74,019,867.40 divided into 1,500,000,0000 unclassified shares of
US$0.0001 and B shares of such nominal value as the Directors may
determine upon issue be redesignated such that it is divided into
2,500,000,000 unclassified shares of US$0.0001 and B shares of such
nominal value as the Directors may determine upon issue, each
having the rights and being subject to the restrictions as set out
in the Bye-Laws of the Company, and the Company be and is hereby
generally and unconditionally authorised to make such filings and
take such other actions as may be required to implement the
re-designation of the authorised share capital.
RESOLUTION 2
THAT, in addition to any subsisting authorities, the Directors
be and are hereby empowered to allot New Shares as if, pursuant to
Bye-law 5.6 of the Company's Bye-laws, Bye-law 5.2 is excluded in
respect of any such allotment provided that:
a) Bye-law 5.2 is excluded in respect of the allotment of up to
2 billion New Shares (being the maximum number of New Shares that
could be issued pursuant to the Initial Placing and Offer and the
Placing Programme), which may be issued as Ordinary Shares and/or C
Shares (of one or more classes) at the discretion of the
Directors;
b) such exclusion of Bye-law 5.2 shall be limited to the
allotment of New Shares under the Initial Placing and Offer and the
Placing Programme; and
c) such exclusion of Bye-law 5.2 shall expire on 6 November 2018
(unless previously renewed, revoked or varied by the Company by
special resolution).
A circular to shareholders, together with a notice convening the
SGM and certain ancillary documents, will be posted to shareholders
today and can be viewed via the National Storage Mechanism which is
located at http://www.hemscott.com/nsm.do. A copy of the circular
will be available to download from CATCo's website at
http://www.markelcatco.com.
For further information, please contact:
Judith Wynne, General Counsel
Mobile: +44 (0) 7986 205364
Telephone: +1 (441) 493 9005
Email: judith.wynne@markelcatco.com
Mark Way, Chief Operating Officer
Mobile: +1 (441) 504 9178
Telephone: +1 (441) 493 9001
Email: mark.way@markelcatco.com
Numis Securities Limited
David Benda / Hugh Jonathan
Telephone: +44 (0) 20 7260 1000
The information in this announcement should be read in
conjunction with the full text of the Circular issued by CATCo
Reinsurance Opportunities Fund Limited, dated 13 October 2017.
Capitalised terms used in this announcement shall, unless the
context otherwise requires, bear the meaning given to them in the
Circular.
EXPECTED TIMETABLE
Latest time and date for 9.00 a.m. (Bermuda time)
receipt of Forms of Direction (12.00 p.m. London time)
or CREST Proxy Instructions on 2 November 2017
from the Depositary Interest
Holders for the Special
General Meeting
Latest time and date for 9.00 a.m. (Bermuda time)
receipt of Forms of Proxy (12.00 p.m. London time)
for the Special General on 3 November 2017
Meeting
Special General Meeting 9.00 a.m. (Bermuda time)
(1.00 p.m. London time)
on 7 November 2017
(In the event that the Special General Meeting is adjourned, the
timetable will be revised and Shareholders will be notified
accordingly).
INTRODUCTION
On 2 October 2017, the Company announced its intention to raise
further equity capital. It intends to do so through the issue of up
to 2 billion New Shares over a twelve month period by way of an
Initial Placing and Offer and a subsequent Placing Programme. The
maximum size of 2 billion 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. A
prospectus in relation to the Initial Placing and Offer is expected
to be published in early November.
In order to be able to allot and issue the maximum number of New
Shares under the Initial Placing and Offer and the Placing
Programme (being 2 billion), the Company is proposing to
re-designate the authorised share capital of the Company such that
it is divided into 2,500,000,000 unclassified shares of US$0.0001
each and B Shares of such nominal value as the Directors may
determine upon issue. In addition, as neither the Initial Placing
and Offer nor the Placing Programme is pre-emptive, the Company is
proposing to disapply the pre-emption rights contained in the
Bye-laws for the purposes of such capital raising. Each of these
proposals requires the approval of Shareholders.
BACKGROUND TO AND REASONS FOR THE INITIAL PLACING AND OFFER AND
THE PLACING PROGRAMME
After due consideration of the Company's strategy, the Board has
concluded that it is now an appropriate time to seek to raise
additional capital for the Company by way of an Initial Placing and
Offer of C Shares. The Board is also proposing a Placing Programme
under which it will be able to issue New Shares in a series of
Subsequent Placings. 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 Company intends to use the net proceeds of the Initial
Placing and Offer and the Placing Programme for the purpose of
achieving the investment objective of the Company, being to seek to
provide investors with significant capital returns and long-term
distributions at a level which is sustainable by investing
substantially all of the proceeds in the Master Fund.
The Directors believe that the Initial Placing and Offer and the
Placing Programme will have the following benefits:
a) enable existing Shareholders to subscribe for New Shares and
provide other investors with an opportunity to make an investment
in the Company (thereby broadening the shareholder base);
b) increase the market capitalisation of the Company, which
(following the conversion of C Shares into Ordinary Shares, if
applicable) the Directors expect to improve the secondary market
liquidity of the Ordinary Shares;
c) facilitate the Company's raising of further equity capital by
permitting the Company to offer New Shares that are not exposed to
material liabilities or potential material liabilities arising from
events that pre-date the issuance of such New Shares; and
d) the Company's fixed running costs will be spread across a
wider equity base, thereby reducing the Company's ongoing expense
ratio.
OVERVIEW OF THE INITIAL PLACING AND OFFER AND THE PLACING
PROGRAMME
The Company is seeking to issue in aggregate up to 2 billion New
Shares over a twelve month period by way of the Initial Placing and
Offer and the Placing Programme. The maximum size of 2 billion 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.
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 2018
reinsurance renewals, following which they are expected to be fully
invested in accordance with the Company's investment policy. Such C
Shares are expected to be converted into Ordinary Shares shortly
after the date on which the Side Pocket Investment(s) attributable
to 2016 and 2017 are no longer designated as such or such Side
Pocket Investments are no longer material (as may be determined by
the Directors in their absolute discretion).
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 which it does not expect to be
able to fully deploy shortly after issue, as issuing C Shares
reduces the risk of cash drag to 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$1.00 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 Share or C Share 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$1.00 per C Share.
Costs associated with the Initial Placing and Offer and the
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 this amount shall
be borne out of the Company's existing cash reserves and therefore
borne, indirectly, by holders of existing Ordinary Shares. These
are not expected to be material to holders of Ordinary Shares. By
way of example, if gross proceeds of US$200 million are raised
under the Initial Placing and Offer (on the basis that 200 million
New Shares are issued as C Shares at an Issue Price of US$1.00 per
New Share), the costs and expenses of the Initial Placing and Offer
are expected to be approximately US$4.5 million, in which case US$4
million of such costs and expenses(being two per cent. of the gross
proceeds of the Initial Placing and Offer) would be met by the
Company from the gross proceeds of the Initial Placing and Offer,
and US$0.5 million would be met by the Company from its existing
cash reserves, equating to less than US$0.002 per existing Ordinary
Share.
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 Segment. 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 1 December 2017. 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 6 November 2018.
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.
RE-DESIGNATION OF SHARE CAPITAL
The authorised share capital of the Company is US$74,019,867.40
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. Re-designation of the authorised share capital of the
Company requires the approval of Shareholders by an ordinary
resolution
In order to be able to allot and issue the maximum number of New
Shares under the Initial Placing and Offer and the Placing
Programme (being 2 billion New Shares), the Board is proposing to
re-designate the authorised share capital of the Company such that
it is divided into 2,500,000,000 unclassified shares of US$0.0001
each and B Shares of such nominal value as the Directors may
determine upon issue.
DISAPPLICATION OF PRE-EMPTION RIGHTS
The Company's Bye-laws give Shareholders pre-emption rights over
any issue of further Shares of a class held by such Shareholders.
The pre-emption rights may be disapplied pursuant to a special
resolution of Shareholders.
As neither the Initial Placing and Offer nor the Placing
Programme is pre-emptive, Shareholders are being asked to approve
the allotment and issue of up to 2 billion New Shares (being the
maximum number of New Shares that could be issued pursuant to the
Initial Placing and Offer and the Placing Programme in the
aggregate) as Ordinary Shares and/or C Shares at the discretion of
the Directors. Such approval will expire on 6 November 2018
regardless of whether any New Shares have been issued before that
time and will be limited to the allotment and issue of New Shares
pursuant to the Initial Placing and Offer and the Placing
Programme.
The Initial Placing and Offer and the Placing Programme are
conditional upon, amongst other things, the Resolutions being duly
passed at the Special General Meeting.
THE SPECIAL GENERAL MEETING
The Special General Meeting will be held at the office of Markel
CATCo Investment Management Ltd. at 10(th) Floor East, 141 Front
Street, Hamilton HM19, Bermuda on 7 November 2017. Notice of the
Special General Meeting is set out in Part 2 of the Circular.
RECOMMENDATION
The Directors are of the opinion that the Proposals and the
Resolutions to be proposed at the Special General Meeting are in
the best interests of the Company and the Shareholders as a whole.
The Directors unanimously recommend that Shareholders vote in
favour of the Resolutions as the Directors intend to do for their
respective individual beneficial holdings of, in aggregate, 185,901
existing Ordinary Shares, representing approximately 0.05 per cent
of the current total issued share capital of the Company.
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 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 information is provided by RNS
The company news service from the London Stock Exchange
END
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