TIDMCAT
RNS Number : 0147X
CATCo Reinsurance Opps Fund Ltd
25 August 2020
25 August 2020
CATCo Reinsurance Opportunities Fund Ltd. (the "Company")
Interim Financial Report
For the Six Months Ended 30 June 2020
To: Specialist Fund Segment, London Stock Exchange and Bermuda
Stock Exchange
CHAIRMAN'S STATEMENT
As the investment portfolios of CATCo Reinsurance Opportunities
Fund Ltd. (the "Company") are in run-off (the "Run-Off"), Markel
CATCo Investment Management Ltd. (the "Investment Manager") wrote
no new risk contracts in 2020, therefore the Company is not exposed
to any new reinsurance risk from 1 January 2020 onwards. All
remaining investments held by the Company are exposed to risk
relating to reinsurance contracts entered into from 2016 to 2019
only, and the Investment Manager remains focused on proactively
managing the trapped cash and returning capital to Shareholders in
as timely and orderly a manner as possible.
NET ASSET VALUE ("NAV")
The Company opened the year with a total NAV of $306.9m which
consisted of $81.3m Ordinary Share NAV and $225.6m of C Share NAV.
During the first half of the year, the NAV reduced to $258.4m, of
which $71.5m relates to the Ordinary Shares and $186.9m to the C
Shares. The reduction of the NAV is due to the returns of capital
to Shareholders in 2020 of a total of $48.1m as further described
in the following section of this half-yearly report.
During the same period, the NAV per Share has remained
relatively stable, with a Net Asset Value return for the period
ending 30 June 2020 of 0.11 % and -0.25% for Ordinary Shares and C
Shares respectively and a closing NAV at 30 June 2020 of $0.2662
per Ordinary Share ($0.2659: 1 Jan 2020) and $0.5144 per C Share
($0.5157: 1 Jan 2020). The stable NAV is attributable to there
being no material movement during the interim period in the
underlying investment values of the 2016-2019 risk portfolios. In
addition, interest income earned on the underlying risk collateral
has been largely offset by operational expenses incurred during the
period.
RETURN OF CAPITAL TO SHAREHOLDERS
The return of capital to the Company by Markel CATCo Reinsurance
Fund Ltd (the "Master Fund SAC") is subject to the approval of the
Bermuda Monetary Authority and driven by the contractual
arrangements between cedants and Markel CATCo Re Ltd ("the
Reinsurer"), with such cedants typically releasing capital that is
held in a Side Pocket Investment ("SPI") on the earlier of:
i. the capital no longer being needed to cover potential losses
(in accordance with the terms of the relevant reinsurance
contract); or
ii. upon settlement commutation (the negotiation of which will
begin no later than 36 months after the end of the risk
period).
Since commencement of the Run-Off, to date, the Company has
successfully returned $130.9m of capital to Shareholders by means
of dividends, tender offer, share buybacks and compulsory share
redemptions.
During the period from 1 January 2020 to 30 June 2020, the
Company returned $48.1m of capital to Shareholders by means of
compulsory share redemptions. In addition, on 24 June 2020, the
Company announced a third partial compulsory redemption of $15.8m
in total for 1 July 2020, as highlighted in the table below.
Total Capital Return since 26 March 2019 (Date on which
Shareholders approved the Run-Off):
Form of Return Payment or Redemption Ordinary C Shares Total
Date / Period Shares ($m) ($m
($m)
------------------------------- ----------------------- --------- --------- ------
Tender Offer 23 September 2019 15.3 28.0 43.3
Interim Dividend 1 November 2019 4.0 11.9 15.9
Share Buyback Oct to Dec 2019 1.9 5.9 7.8
Partial Compulsory Redemption
1 20 April 2020 5.3 24.0 29.3
Partial Compulsory Redemption
2 18 May 2020 4.6 14.2 18.8
Partial Compulsory Redemption
3 1 July 2020 3.6 12.2 15.8
------------------------------- ----------------------- --------- --------- ------
Total Capital Return 34.7 96.2 130.9
-------------------------------------------------------- --------- --------- ------
As announced on 17 August 2020, the Investment Manager is
pleased to report it has secured further capital releases on the
2018 and 2019 Side Pockets of $37.9 million.
This amounts to 9.8 per cent and 16.5 per cent of the 1 August
2020 Ordinary and C Share NAV respectively, which the Company
intends to use to carry out a fourth compulsory partial redemption
of its issued share capital. The Company will issue further details
of the expected timetable for this fourth compulsory redemption
shortly.
SIDE POCKET INVESTMENTS ("SPIS")
As at 30 June 2020, the SPIs in total represent c. 93.27 per
cent of Ordinary Share NAV (31 December 2019: c. 93.74 per cent)
and c. 91.65 per cent of the C Share NAV (31 December 2019: c.
91.51 per cent). The position of the 2016, 2017, 2018 and 2019 SPIs
is as follows, as at 30 June 2020:
-- 2016 SPIs, established for the Fort McMurray Wildfire,
Jubilee Oil Field, Hurricane Matthew, and the South Island
earthquake in New Zealand, amount to c. 9.39 per cent of the
Company's Ordinary Share NAV (31 December 2019: c. 11.30 per cent
of Ordinary Share NAV)
-- 2017 SPIs, principally relating to Hurricanes Harvey, Irma
and Maria and the 2017 California Wildfires, amount to c. 34.59 per
cent of the Company's Ordinary Share NAV (31 December 2019: c.
30.02 per cent of Ordinary Share NAV)
-- 2018 SPIs, principally relating to, inter alia, Hurricanes
Michael and Florence, Typhoon Jebi and the 2018 California
Wildfires, amount to c. 25.44 per cent of Ordinary Share NAV and c.
54.03 per cent of C Share NAV (31 December 2019: c. 26.40 per cent
and c. 52.83 per cent of Ordinary Share and C Share NAV
respectively)
-- 2019 SPIs relating to Hurricane Dorian, Typhoons Faxai and
Hagibis and the Australian bushfires, amount to c. 23.85 per cent
of Ordinary Share NAV and c. 37.62 per cent of C Share NAV (31
December 2019: c. 26.02 per cent and c. 38.68 per cent of Ordinary
Share and C Share NAV respectively).
In respect of the underlying investments related to underwriting
years 2016-2019, the Investment Manager places increasing reliance
on the latest available claim information from cedants which, at
this point in time post the loss events, is given more weight than
modelled losses or the insured loss estimates provided by third
parties. Whilst the Investment Manager believes that the existing
loss reserves are deemed sufficient, there is always an element of
remaining uncertainty in relation to underlying prior year loss
event contracts which may lead to favourable or adverse loss
development in the future.
In order to ensure that the available claim information captures
any California Wildfire subrogation payments, the Investment
Manager, with assistance from external counsel, continues to liaise
with cedants in order to determine the effect (where applicable) of
any subrogation payments by PG&E Corporation ("PG&E"), the
Californian utility company whose equipment has been linked to
several of the 2017 and 2018 California wildfires, initially to
primary insurers and, subsequently, to reinsurers, and ultimately,
on the CATCo retrocessional indemnity contracts and their reported
losses.
PG&E has recently, as part of its Chapter 11 proceedings,
confirmed a plan of reorganisation which contemplates subrogation
payments to victims and primary insurers, and that plan took effect
on 1 July 2020. Any potential recoveries will be based on the
reduction in loss to treaty reinsurance and retrocessional
reinsurance programs, and on participation levels of each
applicable layer.
Estimating recoveries is further complicated by the fact that
many primary insurers and reinsurers have sold their claims to
third parties during the course of the Chapter 11 proceedings of
PG&E at what may have been discounted rates, which may
ultimately further decrease the amount available to the
Reinsurer.
OVERVIEW OF INVESTMENTS
The following table outlines the investments held by the
Ordinary Shares and C Shares respectively as at 30 June 2020:
Investments Held by Share Class:
SPI's % of Share NAV Value in millions
----------------- --------------- ------------------
Ordinary Shares
SPI 2016 9.39% 6.7
SPI 2017 34.59% 24.7
SPI 2018 25.44% 18.2
SPI 2019 23.85% 17.1
C Shares
SPI 2018 54.03% 101.0
SPI 2019 37.62% 70.3
Additionally, as at 30 June 2020, cash of $4.8m and $15.6m is
held in the Ordinary Shares and C Shares respectively.
PROACTIVE MANAGEMENT OF RUN-OFF
The exact timing and amount of capital to be released is
difficult to estimate as it is dependent on: (i) contractual
obligations to release capital due to certain event thresholds no
longer being met; and (ii) commutation/settlement agreements that
allow agreed loss positions to be reached with certain cedants,
facilitating the release of remaining excess collateral.
Typically, cedants are entitled to trap capital for up to 36
months from the expiration of the risk period, after which a
commutation process is entered into. In certain circumstances, the
Investment Manager may deem it to be in the best interest of
Shareholders to delay the commutation until further loss
information becomes available.
Shareholders are reminded that the distribution of capital by
the Company is contingent on the required Bermuda Monetary
Authority regulatory approvals for capital releases between the
Reinsurer and the Master Fund SAC.
The Board of Directors is engaged in regular contact with the
Investment Manager regarding the Run-Off process and has received
assurances from the owner of the Investment Manager, Markel
Corporation, that adequate resources will remain in place until the
conclusion of the Run-Off.
Consequently, the Directors believe the Investment Manager
remains the best-placed organization to manage the Run-Off. The
Directors will closely monitor the implementation of the Run-Off
and the return of capital to Shareholders.
James Keyes
Chairman,
CATCo Reinsurance Opportunities Fund Ltd.
25 August 2020
DIRECTORS' REPORT
Risks and Uncertainties
The Board of Directors has identified a number of key risks that
affect the Company's business. The principal risks are:
Reinsurance Risk
During the period from inception of the Company to 26 March
2019, the investment objective of the Company and the Master Fund
SAC was to give their Shareholders the opportunity to participate
in the returns from investments linked to catastrophe reinsurance
risks, principally by investing in fully collateralised Reinsurance
Agreements accessed by investments in preferred shares of Markel
CATCo Re Ltd (the "Reinsurer"). With effect from 26 March 2019, the
Company's Shareholders voted to amend the Company's investment
policy so as to implement the orderly Run-Off of the Company's
portfolios, with the effect that the Company's investment policy is
limited to realising the Company's assets and distributing any net
proceeds to the relevant shareholders. Consequently, the Company
exercised a redemption right to redeem its shareholding in the
Master Fund SAC.
The Company's portfolio now comprises cash and side pocket
shares in the Master Fund holding risk from 2016-2019. Side pocket
shares are illiquid and will not be redeemed until such time as the
corresponding side pocket investments are realised. Proceeds of any
redemptions of such share that are received by the Company will be
distributed to Shareholders of the applicable class (after payment
of any costs and save for any amount required for reserves in
respect of anticipated liabilities and working capital
purposes).
During the period under review, the Company has distributed the
net proceeds of the redemptions received to date to Shareholders as
detailed in the Chairman's Statement. The timing and amount of each
further distribution will be at the Company's discretion. However,
Shareholders are referred to the Shareholder Circular dated 13
March 2020 for details of the compulsory share redemption process
by which the Company currently intends to continue to make further
distributions to Shareholders.
The Company intends to make an announcement by means of a
Regulatory Information System prior to each distribution regarding
the amount and timing of the distribution.
Management of Risk
The Board of Directors regularly reviews the major strategic and
emerging risks that the Board and the Investment Manager have
identified and, against these, the Board sets out the delegated
controls designed to manage those risks. The principal risks facing
the Company relate to market price, interest rate, liquidity and
credit risk and the efficient management of the Run-Off process.
Operational disruption, accounting and legal risks are also covered
annually, and regulatory compliance is reviewed at each Board
meeting. The emergence of the novel Coronavirus ("Covid-19") at the
start of January 2020 is not expected to have a significant
financial impact on the Company in the foreseeable future (please
refer to note 1 to the Financial Statements ("Covid-19
Considerations"). The Board is assured that the operational
activities of the Investment Manager continue to be substantially
unaffected by Covid-19 in terms of quality and continuity, that
there are sufficient systems and controls in place to ensure the
continuity and adequacy of the services provided by the Investment
Manager, and that the Run-off process, including returns of capital
to Shareholders, will continue to be managed efficiently.
In the view of the Board, there have not been any changes to the
fundamental nature of these risks since the previous report, and
these principal risks and uncertainties are equally applicable to
the remaining six months of the financial year as they were to the
six months under review.
Share Capital
The Company's issued share capital at 1 January 2020 amounted to
305,811,860 Ordinary Shares and 437,412,476 C Shares. As noted in
the section "Return of Capital to Shareholders" in the Chairman's
Statement, during the period 1 January 2020 to 30 June 2020, the
Company completed two compulsory partial share redemptions.
The Company's issued share capital at 30 June 2020 amounted to
268,592,075 Ordinary Shares and 363,364,880 C Shares. The total
number of voting rights in the Company was 631,956,955.
On 1 July 2020, the Company conducted its third partial
compulsory redemption, redeeming 13,493,183 Ordinary Shares and
23,657,087 C Shares. Following this third redemption, the issued
share capital, as at the date of this Report, is 255,098,892
Ordinary Shares and 339,707,793 C Shares. Accordingly, the total
number of voting rights in the Company is 594,806,685.
Related party disclosure and transactions with the Investment
Manager
The Investment Manager is regarded as a related party and
details of the management fees payable are set out in the unaudited
Statement of Operations and Note 7.
Going Concern status
The Company's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Chairman's Statement.
The Board of Directors have undertaken a rigorous review of the
Company's ability to continue as a going concern. The Board of
Directors have also considered the Company's longer-term
viability.
The Company's assets consist of cash and investment exposure,
through the side pocket shares in the Markel CATCo Diversi ed Fund
(the "Master Fund") holding risk from 2016-2019.
The Board of Directors have reviewed forecasts and they believe
that the Company has adequate financial resources to continue its
operational existence for the foreseeable future, and at least one
year from the date of this half-yearly report. Accordingly, the
Directors continue to adopt the going concern basis in preparing
these accounts.
Directors' Responsibility Statement
The Directors are responsible for preparing the Half-Yearly
Financial Report in accordance with applicable law and regulations.
The Directors confirm that, to the best of their knowledge:
1. The condensed set of Financial Statements contained within
the unaudited Half-Yearly Financial Report has been prepared in
accordance with U.S. Generally Accepted Accounting Principles
("U.S. GAAP"). These Financial Statements present fairly, in all
material respects, the assets, liabilities, financial position and
profit or loss of the Company.
2. The Chairman's Statement, the Directors' Report, the
Financial Highlights and the notes to the Condensed Interim
Financial Statements provide a fair review of the information
required by rule 4.2.7R of the Disclosure Guidance and Transparency
Rules (being an indication of important events that have occurred
during the first six months of the financial year and their impact
on the condensed set of unaudited Financial Statements and a
description of the principal risks and uncertainties for the
remaining six months of the financial year) and rule 4.2.8R (being
related party transactions that have taken place during the first
six months of the financial year and that have materially affected
the financial position of the Company during that period; and any
changes in the related party transactions described in the last
Annual Report that could do so).
The Half-Yearly Financial Report was approved by the Board on 25
August 2020 and the above responsibility statement was signed on
its behalf by the Chairman.
James Keyes
Chairman,
CATCo Reinsurance Opportunities Fund Ltd.
For and on behalf of the Board
25 August 2020
CONDENSED STATEMENTS OF ASSETS AND LIABILITIES
(Expressed in United States Six months Six months to Year ended
Dollars) to 30 June 2019 (Unaudited) 31 Dec. 2019 (Audited)
30 June
2020 (Unaudited)
-------------------------------------- ----------------- ------------------------- -----------------------
$ $ $
Assets
Investments in Master Fund,
at fair value (Note 3) 237,996,473 346,876,476 282,640,471
Cash and cash equivalents
(Note 2) 4,971,921 23,771,088 2,634,719
Due from Markel CATCo Reinsurance
Fund Ltd. - Markel CATCo Diversified
Fund 15,794,343 16,901,677 22,124,939
Other assets 26,975 134,615 77,784
-------------------------------------- ----------------- ------------------------- -----------------------
Total assets 258,789,712 387,683,856 307,477,913
-------------------------------------- ----------------- ------------------------- -----------------------
Liabilities
Management fee payable 12,767 50,412 4,737
Accrued expenses and other
liabilities 365,681 477,697 594,444
-------------------------------------- ----------------- ------------------------- -----------------------
Total liabilities 378,448 528,109 599,181
-------------------------------------- ----------------- ------------------------- -----------------------
Net assets 258,411,264 387,155,747 306,878,732
-------------------------------------- ----------------- ------------------------- -----------------------
NAV per Share (Note 5)
CONDENSED STATEMENTS OF OPERATIONS
(Expressed in United States Dollars) Six months Six months Year ended
to 30 June to 31 Dec. 2019 (Audited)
2020 (Unaudited) 30 June 2019
(Unaudited)
---------------------------------------------------------- ----------------- -------------- -----------------------
$ $ $
Net investment loss allocated from Master Funds (Note 3)
Interest income 423,879 1,085,066 2,641,840
Management fee waived (Note 7) 985,076 537,507 999,738
Management fee (1,970,152) (3,059,603) (5,490,438)
Professional fees and other (131,421) (210,955) (316,189)
Administrative fee (79,733) (99,618) (196,388)
Performance fee - (15,666) (15,666)
Miscellaneous income (loss) - 280,704 -
---------------------------------------------------------- ----------------- -------------- -----------------------
Net investment loss allocated from Master Funds (772,351) (1,482,565) (2,377,103)
---------------------------------------------------------- ----------------- -------------- -----------------------
Investment income
Interest 52,929 213,821 419,772
---------------------------------------------------------- ----------------- -------------- -----------------------
Total investment income 52,929 213,821 419,772
---------------------------------------------------------- ----------------- -------------- -----------------------
Company expenses
Management fee waived (Note 7) 118,867 - -
Professional fees and other (655,777) (578,296) (1,305,963)
Management fee (Note 7) (237,732) (238,617) (429,226)
Administrative fee (Note 8) (37,500) (37,500) (75,000)
---------------------------------------------------------- ----------------- -------------- -----------------------
Total Company expenses (812,142) (854,413) (1,810,189)
---------------------------------------------------------- ----------------- -------------- -----------------------
Net investment loss (1,531,564) (2,123,157) (3,767,520)
---------------------------------------------------------- ----------------- -------------- -----------------------
Net realised (loss) and change in unrealised gain / (loss)
on securities allocated from Master
Funds (Note 3)
Net realised loss on securities (91,899,348) (93,422,794) (233,175,549)
Net change in unrealised gain on securities 93,127,326 37,544,206 165,658,877
---------------------------------------------------------- ----------------- -------------- -----------------------
Net gain / (loss) on securities allocated from Master
Funds 1,227,978 (55,878,588) 67,516,672)
---------------------------------------------------------- ----------------- -------------- -----------------------
Net decrease in net assets resulting from
operations (303,586) (58,001,745) (71,284,192)
---------------------------------------------------------- ----------------- -------------- -----------------------
CONDENSED STATEMENTS CHANGE IN NET ASSETS
(Expressed in United States Six months Six months Year ended
Dollars) to to 31 Dec. 2019
30 June 2020 30 June 2019 (Audited)
(Unaudited) (Unaudited)
-------------------------------- ------------- ------------- --------------
$ $ $
Operations
Net investment loss (1,531,564) (2,123,157) (3,767,520)
Net realised loss on securities
allocated from Master Funds (91,899,348) (93,422,794) (233,175,549)
Net change in unrealised gain
on securities allocated from
Master Funds 93,127,326 37,544,206 165,658,877
-------------------------------- ------------- ------------- --------------
Net decrease in net assets
resulting from operations (303,586) (58,001,745) (71,284,192)
-------------------------------- ------------- ------------- --------------
Capital share transactions
Repurchase of Class C Shares (38,229,923) - (33,884,196)
Repurchase of Ordinary Shares (9,933,959) - (17,185,451)
Dividend paid - (34,648,030) (50,572,951)
Net decrease in net assets
resulting from capital share
transactions (48,163,882) (34,648,030) (101,642,598)
-------------------------------- ------------- ------------- --------------
Net decrease in net assets (48,467,468) (92,649,775) (172,926,790)
-------------------------------- ------------- ------------- --------------
Net assets, beginning of period 306,878,732 479,805,522 479,805,522
-------------------------------- ------------- ------------- --------------
Net assets, end of period 258,411,264 387,155,747 306,878,732
CONDENSED STATEMENTS OF CASH FLOW
(Expressed in United States Six months Six months Year ended
Dollars) to to 31 Dec. 2019
30 June 2020 30 June 2019 (Audited)
(Unaudited) (Unaudited)
------------------------------------ -------------- -------------- --------------
$ $ $
Cash flows from operating
activities
Net decrease in net assets
resulting from operations (303,586) (58,001,745) (71,284,192)
Adjustments to reconcile
net decrease in net assets
resulting from operations
to net cash provided by operating
activities:
Net investment loss, net
realised loss and net change
in unrealised gain / (loss)
on securities allocated from
Master Funds (455,627) 57,361,153 69,893,775
Sale of investment in Markel
CATCo Reinsurance Fund Ltd.
- Markel CATCo Diversified
Fund and CATCo Reinsurance
Fund Ltd. - CATCo Diversified
Fund 45,099,625 17,423,208 69,126,591
Changes in operating assets
and liabilities
Due from Markel CATCo Reinsurance
Fund Ltd. - Markel CATCo
Diversified Fund, and CATCo
Reinsurance Fund Ltd. - CATCo
Diversified Fund 6,330,596 37,851,565 32,628,303
Other assets 50,809 (125,615) (68,784)
Management fee payable 8,030 46,167 -
Accrued expenses and other
liabilities (228,763) 262,232 379,471
Net cash provided by operating
activities 50,501,084 54,816,965 100,675,164
------------------------------------ --------------
Cash flows from financing
activities
Repurchase of Class C Shares (38,229,923) - (33,884,196)
Repurchase of Ordinary Shares (9,933,959) - (17,185,451)
Dividend paid - (34,648,030) (50,572,951)
Net cash used in financing
activities (48,163,882) (34,648,030) (101,642,598)
------------------------------------ --------------
Net increase / (decrease)
in cash and cash equivalents 2,337,202 20,168,935 (967,434)
------------------------------------ -------------- -------------- --------------
Cash and cash equivalents,
beginning of period 2,634,719 3,602,153 3,602,153
------------------------------------ -------------- -------------- --------------
Cash and cash equivalents,
end of period 4,971,921 23,771,088 2,634,719
------------------------------------ -------------- -------------- --------------
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
30 JUNE 2020
(Expressed in United States Dollars)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
CATCo Reinsurance Opportunities Fund Ltd. (the "Company") is a
closed-ended mutual fund company, registered and incorporated as an
exempted mutual fund company under the laws of Bermuda on 30
November 2010, which commenced operations on 20 December 2010. The
Company is organised as a feeder fund to invest substantially all
of its assets in Markel CATCo Diversi ed Fund (the "Master Fund").
The Master Fund is a segregated account of Markel CATCo Reinsurance
Fund Ltd., a mutual fund company incorporated in Bermuda and
registered as a segregated account company under the Segregated
Accounts Company Act 2000, as amended (the "SAC Act"). Markel CATCo
Reinsurance Fund Ltd. establishes a separate account for each class
of shares comprised in each segregated account (each, a "SAC
Fund"). Each SAC Fund is a separate individually managed pool of
assets constituting, in effect, a separate fund with its own
investment objective and policies. The assets attributable to each
SAC Fund of Markel CATCo Reinsurance Fund Ltd. shall only be
available to creditors in respect of that segregated account.
Pursuant to an investment management agreement, the Company is
managed by Markel CATCo Investment Management Ltd. (the "Investment
Manager"), a Bermuda based limited liability company that is
subject to the ultimate supervision of the Company's Board of
Directors (the "Board"). The Investment Manager is responsible for
all of the Company's investment decisions. The Investment Manager
commenced operations on 8 December 2015 and entered into a Run-Off
Services Agreement with CATCo Investment Management Limited
("CIML"), under which the Investment Manager will provide services
relating to the management of the run-off business of CIML.
The objective of the Master Fund is to provide shareholders the
opportunity to participate in the investment returns of various
fully-collateralised reinsurance-based instruments, securities
(such as notes, swaps and other derivatives), and other nancial
instruments. The majority of the Master Fund's exposure to
reinsurance risk is obtained through its investment (via preference
shares) in Markel CATCo Re Ltd. (the "Reinsurer"). Up until 31
March 2019, the Company also maintained an investment in CATCo
Diversified Fund, the former Master Fund, (together with the Master
Fund collectively referred to as "the Master Funds"), which was
exposed to reinsurance risk through its preference shares
investment in CATCo-Re Ltd. At 30 June 2020, the Company's
ownership is 15.60 per cent of the Master Fund.
On 25 July 2019, the Investment Manager announced that it will
cease accepting new investments in Markel CATCo Reinsurance Fund
Ltd ("MCRF") and will not write any new business going forward
through the Reinsurer. As of this date, the Investment Manager
commenced the orderly run-off of the Reinsurer's existing
portfolio, which is expected to take approximately three years to
completion. As part of this run-off, MCRF will return capital
(which will continue to be subject to side pockets) to its
investors as such capital becomes available, including the
Company.
The Reinsurer and CATCo-Re Ltd., (together the "Reinsurers") are
Bermuda licensed Class 3 reinsurance companies, registered as
segregated accounts companies under the SAC Act, through which the
Master Funds access the majority of their reinsurance risk
exposure. The Reinsurers will form a segregated account that
corresponds solely to the Master Funds' investment in the
Reinsurers with respect to each particular reinsurance
agreement.
The Reinsurers focus primarily on property catastrophe insurance
and may be exposed to losses arising from hurricanes, earthquakes,
typhoons, hailstorms, winterstorms, oods, tsunamis, tornados,
windstorms, extreme temperatures, aviation accidents, res,
wildfires, explosions, marine accidents, terrorism, satellite,
energy and other perils.
The Company's shares are listed and traded on the Specialist
Fund Market ("SFM"), a market operated by the London Stock
Exchange. The Company's shares are also listed on the Bermuda Stock
Exchange.
Basis of Presentation
The interim condensed Financial Statements are expressed in
United States dollars and have been prepared in conformity with
accounting principles generally accepted in the United States of
America ("U.S. GAAP") for interim financial information.
Accordingly, certain information and footnote disclosures normally
included in the financial statements prepared in accordance with
U.S. GAAP has been condensed pursuant to such guidance. These
interim condensed financial statements should be read in
conjunction with the annual financial statements and related notes
as of 31 December 2019 which are readily available on the
Regulatory News Service ("RNS") of the London Stock Exchange. The
Company is an investment company and follows the accounting and
reporting guidance contained within Topic 946, "Financial Services
Investment Companies", of the Financial Accounting Standards Board
("FASB") Accounting Standards Codification ("ASC").
Going Concern Considerations
In accordance with ASC 205-40-50, Presentation of Financial
Statements-Going Concern, the Investment Manager and the Board have
reviewed the Company's ability to continue as a going concern and
have confirmed their intent to continue to Run-Off the Company's
portfolio with no imminent plans to liquidate the Company. The
Investment Manager and the Board have concluded that the Company
has sufficient financial resources to continue as a going concern
based on the following key considerations: (i) the Company holds
investments in the Master Fund which are supported by underlying
fully collateralised reinsurance contracts in the Reinsurer or
directly held by the Master Fund itself that are expected to be
settled on or around 31 December 2022, (ii) the Investment Manager
and the Directors' have reviewed the Company's cash forecast for 18
months after the date that the condensed interim financial
statements are issued and have determined that the Company has
sufficient cash to adequately meet operational expenses, and (iii)
Markel Corporation, is fully committed to the orderly Run-Off of
the Reinsurer and Master Fund portfolios. Based on the
aforementioned reasons, the Company continues to adopt the going
concern basis in preparing the interim condensed Financial
Statements for the period ended 30 June 2020.
COVID-19 Considerations
As at 30 June 2020, the Directors and the Investment Manager
have concluded that the recent outbreak of the novel Coronavirus
("Covid-19") at the start of January 2020 did not have a
significant financial impact on the condensed interim financial
statements. However, the rapid development and fluidity of Covid-19
precludes any prediction to its ultimate impact, which may have a
continued adverse impact on economic and market conditions and
trigger a period of global economic slowdown.
The Investment Manager is monitoring developments relating to
Covid-19 and is coordinating its operational response based on
existing business continuity plans and on guidance from global
health organisations, relevant governments, and general pandemic
response best practices.
Cash and Cash Equivalents
Cash and cash equivalents include short-term, highly liquid
investments, such as money market funds, that are readily
convertible to known amounts of cash and have original maturities
of three months or less.
Valuation of Investments in Master Funds
The Company records its investments in the Master Funds at fair
value based upon an estimate made by the Investment Manager, in
good faith and in consultation or coordination with Centaur Fund
Services (Bermuda) Limited (the "Administrator"), as defined in
Note 8, where practicable, using what the Investment Manager
believes in its discretion are appropriate techniques consistent
with market practices for the relevant type of investment. Fair
value in this context depends on the facts and circumstances of the
particular investment, including but not limited to prevailing
market and other relevant conditions, and refers to the amount for
which a financial instrument could be exchanged between
knowledgeable, willing parties in an arm's length transaction. Fair
value is not the amount that an entity would receive or pay in a
forced transaction or involuntary liquidation.
Financial Instruments
The fair values of the Company's assets and liabilities, which
qualify as nancial instruments under ASC 825, "Financial
Instruments", approximate the carrying amounts presented in the
Statements of Assets and Liabilities.
Investment Transactions and Related Investment Income and
Expenses
The Company records its proportionate share of the Master Funds'
income, expenses, realised and unrealised gains and losses on
investment in securities on a monthly basis. In addition, the
Company incurs and accrues its own income and expenses.
Investment transactions of the Master Fund are accounted for on
a trade-date basis. Realised gains or losses on the sale of
investments are calculated using the speci c identi cation method
of accounting. Interest income and expense are recognised on the
accrual basis.
Translation of Foreign Currency
Assets and liabilities denominated in foreign currencies are
translated into United States dollar amounts at the period-end
exchange rates. Transactions denominated in foreign currencies,
including purchases and sales of investments, and income and
expenses, are translated into United States dollar amounts on the
transaction date. Adjustments arising from foreign currency
transactions are re ected in the Statements of Operations.
The Company does not isolate the portion of the results of
operations arising from the effect of changes in foreign exchange
rates on investments from uctuations arising from changes in market
prices of investments held. Such uctuations are included in net
gains or losses on securities in the Statements of Operations.
Income Taxes
Under the laws of Bermuda, the Company is generally not subject
to income taxes. The Company has received an undertaking from the
Minister of Finance of Bermuda, under the Exempted Undertakings Tax
Protection Act 1966 that in the event that there is enacted in
Bermuda any legislation imposing income or capital gains tax, such
tax shall not until 31 March 2035 be applicable to the Company.
However, certain United States dividend income and interest income
may be subject to a 30% withholding tax. Further, certain United
States dividend income may be subject to a tax at prevailing treaty
or standard withholding rates with the applicable country or local
jurisdiction.
The Company is required to determine whether its tax positions
are more likely than not to be sustained upon examination by the
applicable taxing authority, including resolution of any related
appeals or litigation processes, based on the technical merits of
the position. The tax bene t recognised is measured as the largest
amount of bene t that has a greater than fty per cent likelihood of
being realised upon ultimate settlement with the relevant taxing
authority. De-recognition of a tax bene t previously recognised
results in the Company recording a tax liability that reduces
ending net assets. Based on its analysis, the Company has
determined that it has not incurred any liability for unrecognised
tax bene ts as of 30 June 2020. However, the Company's conclusions
may be subject to review and adjustment at a later date based on
factors including, but not limited to, on-going analyses of and
changes to tax laws, regulations and interpretations thereof.
The Company recognises interest and penalties related to
unrecognised tax bene ts in interest expense and other expenses,
respectively. No tax-related interest expense or penalties have
been recognised as of and for the period ended 30 June 2020.
Generally, the Company may be subjected to income tax
examinations by relevant major taxing authorities for all tax years
since its inception.
The Company may be subject to potential examination by United
States federal or foreign jurisdiction authorities in the areas of
income taxes. These potential examinations may include questioning
the timing and amount of deductions, the nexus of income among
various tax jurisdictions and compliance with United States federal
or foreign tax laws. The Company was not subjected to any tax
examinations during the period ended 30 June 2020.
Use of Estimates
The preparation of Financial Statements in conformity with U.S.
GAAP requires the Company's management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the Financial Statements. Actual results could differ
from those estimates.
Offering Costs
The costs associated with each capital raise are expensed
against paid-in capital and the Company's existing cash reserves as
incurred.
Premium and Discount on Share Issuance
Issuance of shares at a price in excess of the Net Asset Value
(the "NAV") per share at the transaction date results in a premium
and is recorded as paid-in capital. Discounts on share issuance are
treated as a deduction from paid-in capital.
Other Matters
Markel CATCo Governmental Inquiries
Markel Corporation previously reported that the U.S. Department
of Justice, U.S. Securities and Exchange Commission and Bermuda
Monetary Authority (together, the Governmental Authorities) are
conducting inquiries into loss reserves recorded in late 2017 and
early 2018 at our Markel CATCo operations. Those reserves are held
at Markel CATCo Re, an unconsolidated subsidiary of MCIM. The
Markel CATCo Inquiries are limited to MCIM and its subsidiaries
(together, Markel CATCo) and do not involve other Markel
subsidiaries.
Markel Corporation retained outside counsel to conduct an
internal review of Markel CATCo's loss reserving in late 2017 and
early 2018. The internal review was completed in April 2019 and
found no evidence that Markel CATCo personnel acted in bad faith in
exercising business judgment in the setting of reserves and making
related disclosures during late 2017 and early 2018. Markel
Corporation's outside counsel has met with the Governmental
Authorities and reported the findings from the internal review. At
this time, Markel Corporation is unable to predict the duration,
scope or result of the Markel CATCo Inquiries.
Revised employment litigation:
Anthony Belisle v. Markel CATCo Investment Management Ltd. and
Markel Corp. (U.S. District Court for the District of New
Hampshire)
On February 21, 2019, Anthony Belisle filed a lawsuit, Anthony
Belisle v. Markel CATCo Investment Management Ltd and Markel Corp.
(U.S. District Court for the District of New Hampshire), which suit
was amended on March 29, 2019. As amended, the complaint alleged
claims for, among other things, breach of contract, defamation,
invasion of privacy, indemnification, intentional interference with
contractual relations and deceptive and unfair acts and sought
relief of, among other things, $66 million in incentive
compensation, enhanced compensatory damages, consequential damages,
damages for emotional distress and injury to reputation, exemplary
damages and attorneys' fees. In June 2019, MCIM, Markel
Corporation, and Mr. Belisle agreed to commence binding arbitration
to finally, fully and confidentially resolve the claims and
counterclaims alleged in the action, and the Belisle suit was
dismissed with prejudice in July 2019. The arbitrators were
selected, the arbitration proceeding commenced, and the arbitration
hearing was scheduled to begin in August 2020. In late July, the
parties commenced settlement discussions and reached an agreement
on a mutually acceptable settlement amount. A settlement agreement
has now been entered into and the settlement amount will be
recorded and reflected in Markel Corporation's net income in the
third quarter of 2020. The settlement amount is not material to
Markel Corporation's consolidated results of operations or
financial condition.
California Bankruptcy Court and the PG&E Proposed
Settlement
The Investment Manager continues to monitor developments in the
California Bankruptcy Court with the assistance of external
counsel. PG&E has confirmed its plan of reorganization and that
plan is now effective as of 1 July 2020. As previously reported,
part of that plan includes an $11 billion settlement with the Ad
Hoc Subrogation Group. In filings before the Bankruptcy Court,
PG&E has asserted that the claims associated with the
Subrogation Settlement (defined as claims relating to the 2017
North fires and 2018 Camp fire) were estimated to be greater than
$20 billion and the settlement amount represents an approximate 55%
recovery on an aggregate basis. However, such distributions are
subject to a confidential allocation formula based upon the
applicable fire, and there is uncertainty with regards to the
allocation of recoveries across the insurance sector. Estimating
recoveries is further complicated by the fact that many primary
insurers have sold their claims during the course of the chapter 11
proceeding at what may have been discounted rates, which may
ultimately decrease the amount available to reinsurers. As at 30
June 2020, the Reinsurer has not recognized a contingent asset or
reduction of loss reserve in relation to this.
2. CONCENTRATION OF CREDIT RISK
In the normal course of business, the Company maintains its cash
balances (not assets supporting retrocessional reinsurance
transactions) in nancial institutions, which at times may exceed
federally insured limits. The Company is subject to credit risk to
the extent any nancial institution with which it conducts business
is unable to ful ll contractual obligations on its behalf.
Management monitors the nancial condition of such nancial
institutions and does not anticipate any losses from these
counterparties. At 30 June 2020, cash and cash equivalents are held
with HSBC Bank Bermuda Ltd., which has a credit rating of A-/A-2,
and with HSBC Global Asset Management (USA) Inc., which has a
credit rating of A/A-1 as issued by Standard & Poor's.
3. INVESTMENTS IN MASTER FUND, AT FAIR VALUE
The following table summarises the Company's Investments in the
Master Fund:
(Expressed in United States Dollars) 30 June 2020
$
--------------------------------------------------- -------------
Investment in Markel CATCo Reinsurance Fund Ltd. -
Markel CATCo Diversified Fund, at fair value 237,996,473
--------------------------------------------------- -------------
From 1 January to 30 June 2020, the net investment loss, and net
realised loss on securities allocated from the Master Fund in the
Statements of Operations included gross realised gains on
securities of $10,427,606 and gross realised loss on securities of
$102,326,954. Over the same period, the net change in unrealised
gain on securities allocated from the Master Fund included gross
unrealised gains of $111,591,928 and gross unrealised loss of
$18,464,602.
4. LOSS RESERVES
The following disclosures on loss reserves are included for
information purposes and relate speci cally to the Reinsurer and
are re ected through the valuations of investments held by the
Company.
The reserve for unpaid losses and loss expenses recorded by the
Reinsurer includes estimates for losses incurred but not reported
as well as losses pending settlement. The Reinsurer make a
provision for losses on contracts only when an event that is
covered by the contract has occurred. When a potential loss event
has occurred, the Reinsurer use proprietary models and historical
loss analysis data as well as assessments from counter-parties to
estimate the level of reserves required. The process of estimating
loss reserves is a complex exercise, involving many variables and a
reliance on actuarial modeled catastrophe loss analysis. However,
there is no precise method for evaluating the adequacy of loss
reserves when industry loss estimates are not final, and actual
results could differ from original estimates. In addition, the
Reinsurer's reserves include an implicit risk margin to reflect
uncertainty surrounding cash flows relating to loss reserves. The
risk margin is set by the actuarial team of the Investment
Manager.
Future adjustments to the amounts recorded as of 30 June 2020,
resulting from the continual review process, as well as differences
between estimates and ultimate settlements, will be re ected in the
Reinsurer's Statements of Operations in future periods when such
adjustments become known. Future developments may result in losses
and loss expenses materially greater or less than the reserve
provided.
The Reinsurer's loss reserves represent the Insurance Manager's
current best estimate of ultimate settlement values. The reserves
are subject to inherent uncertainty due to industry loss estimates
varying from final insured losses. The timing and the amount of
losses reported to the Reinsurer is in the control of third
parties, and has a direct effect on loss reserves, which may
require re-estimation as new information becomes available over
time.
As part of the ongoing reserving process, the Insurance Manager
reviews loss reserves on a monthly basis and will make adjustments,
if necessary and such future adjustments in loss reserves could
have further material impact either favourably or adversely on
investor earnings.
In the six months ended 30 June 2020, the Reinsurer paid total
claims of $375,140,057. Of this amount $116,021,058 related to the
2017 events, $235,193,865 related to the 2018 loss events and
$20,060,062 was in respect of 2019 events.
5. CAPITAL SHARE TRANSACTIONS
As of 30 June 2020, the Company has authorised share capital of
1,500,000,000 unclassified shares of US$0.0001 each and Class B
Shares ("B Shares") of such nominal value as the Board may
determine upon issue.
As of 30 June 2020, the Company has 268,592,075 Class 1 ordinary
shares (the "Ordinary Shares") and 363,364,880 Class C Shares (the
"C Shares") in issue.
Transactions in shares during the period under review, the
shares outstanding, and the net asset value ("NAV") per share are
as follows:
Partial
Compulsory Ending
30 June Beginning Share Share Ending Ending NAV Per
2020 Shares Redemptions Issuance Shares Net Assets Share
---------- ------------ --------------- ---------- ------------ ------------- ---------
Class 1
-
Ordinary
Shares 305,811,860 (37,219,785) - 268,592,075 $71,497,884 $0.2662
Class C
Shares 437,412,476 (74,047,596) - 363,364,880 $186,913,380 $0.5144
---------- ------------ --------------- ---------- ------------ ------------- ---------
Total 743,224,336 (111,267,381) - 631,956,955 $258,411,264
---------- ------------ --------------- ---------- ------------ ------------- ---------
The Company has been established as a closed-ended mutual fund
and, as such, shareholders do not have the right to redeem their
shares. The shares are held in trust by Link Market Services (the
"Depository") in accordance with the Depository Agreement between
the Company and the Depository. The Depository holds the shares and
in turn issues depository interests in respect of the underlying
shares which have the same rights and characteristics of the
shares.
The Board has the ability to issue one or more classes of C
Share during any period when the Master Fund has designated one or
more investments as Side Pocket Investments. This typically will
happen if a covered or other pre-determined event has recently
occurred or seems likely to occur under an Insurance-Linked
Instrument. In such circumstances, only those shareholders on the
date that the investment has been designated as a Side Pocket
Investment will participate in the potential losses and premiums
attributable to such Side Pocket Investment. Any shares issued when
Side Pocket Investments exist will be as one or more classes of C
Share that will participate in all of the Master Fund's portfolio
other than in respect of potential losses and premiums attributable
to any Side Pocket Investments in existence at the time of issue.
If no Side Pocket Investments are in existence at the time of
proposed issue, it is expected that the Company will issue further
Ordinary Shares.
The Company issued a circular to Shareholders dated 28 February
2019 (the "February 2019 Circular") concerning the proposed
implementation of the orderly run-off of the Company's portfolios
(the "Run-Offs") by means of a change to the Company's investment
policy to enable the Company to redeem all of the Company's Master
Fund Shares attributable to the Ordinary or C Shares, as the case
may be (the "Proposals"), and distributing the net proceeds thereof
to the relevant class of Shareholders. The Proposals were approved
at class meetings of the Ordinary and C shareholders of the Company
held on 26 March 2019.
On 13 March 2020 the Company issued a circular to Shareholder
announcing that the Company will not raise further capital in any
circumstances, and so the Company is being terminated by means of a
managed process ("Compulsory Redemptions") leading to liquidation
in due course. Accordingly, the only further business that will be
undertaken is that necessary to complete the run-off of each of the
Company's portfolios.
During the six-month period ended 30 June 2020, the Company
completed two partial Compulsory Redemptions as follows:
Description Redemption Ordinary C Share Class Total
Date Share Class
-------------------- ------------- ------------- -------------- -------------
Partial Compulsory 20 April
Redemption 1 2020 $5,309,981 $24,029,959 $29,339,940
Partial Compulsory
Redemption 2 18 May 2020 $4,623,978 $14,199,964 $18,812,076
------------- -------------- -------------
$9,933,959 $38,229,923 $48,152,016
------------- -------------- -------------
On 1 July 2020 the Company conducted a third partial compulsory
redemption amounting to $3,599,981 in relation to the Ordinary
Shares and $12,176,809 in relation to the C Shares.
6. INVESTMENT MANAGEMENT AGREEMENT
Pursuant to the Investment Management Agreement dated 8 December
2015, the Investment Manager is empowered to formulate the overall
investment strategy to be carried out by the Company and to
exercise full discretion in the management of the trading,
investment transactions and related borrowing activities of the
Company in order to implement such strategy. The Investment Manager
earns a fee for such services (Note 7).
The Investment Manager also acts as the Master Fund's investment
manager and the Reinsurer's insurance manager.
7. RELATED PARTY TRANSACTIONS
The Investment Manager is entitled to a management fee,
calculated and payable monthly in arrears equal to 1/12 of 1.5 per
cent of the net asset value, which is not attributable to the
Company's investment in the Master Funds' shares as at the last
calendar day of each calendar month. Management fees related to the
investment in the Master Funds shares are charged in the Master
Funds and allocated to the Company. Performance fees are charged in
the Master Funds and allocated to the Company.
On 30 January 2020, the Investment Manager agreed to reduce the
Management Fee on Side Pocket Investments for the financial year
2020 by 50 per cent of the original fee of 1.5 per cent. This is
equal to an annual Management Fee of 0.75 per cent. The Management
Fee on Side Pocket Investments will be reviewed again at the end of
the current financial year.
Markel Corporation, which holds the entire share capital of the
Investment Manager, holds 2.81 per cent of the voting rights of the
Ordinary Shares issued in the Company as of 30 June 2020.
In addition, as at 30 June 2020, two of the Directors are also
shareholders of the Company. The Directors' holdings are
immaterial, representing less than 1 per cent of the Company
NAV.
8. ADMINISTRATIVE FEE
Centaur Fund Services (Bermuda) Limited serves as the Company's
Administrator. As a licensed fund administrator pursuant to the
provisions of the Bermuda Investment Funds Act, the Administrator
performs certain administrative services on behalf of the Company.
The Administrator receives a xed monthly fee.
9. FINANCIAL HIGHLIGHTS
Financial highlights for the period 1 January to 30 June 2020
are as follows:
Class Class C Shares
1
Ordinary
Shares
Per share operating performance
Net asset value, beginning of period $ 0.2659 0.5157
Income (loss) from investment operations
Net investment loss (0.0007) (0.0010)
Management fee (0.0009) (0.0018)
Net gain on investments 0.0019 0.0015
---------------------------------------------------------- --------- ---------------
Total from investment operations 0.0003 (0.0013)
---------------------------------------------------------- --------- ---------------
Dividend
----------------------------------------------------- --- --------- ---------------
Net asset value, end of period $ 0.2662 0.5144
----------------------------------------------------- --- --------- ---------------
Total net asset value return
Total net asset value return before performance fee 0.11% -0.25%
Performance fee 0.00% 0.00%
---------------------------------------------------------- --------- ---------------
Total net asset value return after performance fee^ 0.11% -0.25%
---------------------------------------------------------- --------- ---------------
Ratios to average net assets
Expenses other than performance fee** -0.76% -0.68%
Performance fee 0.00% 0.00%
---------------------------------------------------------- --------- ---------------
Total expenses after performance fee -0.76% -0.68%
---------------------------------------------------------- --------- ---------------
Net investment loss -0.60% -0.54%
---------------------------------------------------------- --------- ---------------
^ Adjusting the opening capital to reflect the partial
compulsory redemptions paid in April and May 2020, the normalised
total return for 2020 is equivalent to 0.11% and -0.25% for the
Ordinary and C Shares respectively.
** Expenses presented above is net of management fees waived by
the Master Fund. The ratio of waived management fees to average net
assets are 0.37% for Class 1 Ordinary Shares and 0.37% for Class C
Shares.
Financial highlights are calculated for each class of shares. An
individual shareholder's return may vary based on the timing of
capital transactions. Returns and ratios shown above are for the
period ended 30 June 2020 and have not been annualised. The per
share amounts and ratios re ect income and expenses allocated from
the Master Fund.
10. INDEMNIFICATIONS OR WARRANTIES
In the ordinary course of its business, the Company may enter
into contracts or agreements that contain indemni cations or
warranties. Future events could occur that lead to the execution of
these provisions against the Company. Based on its history and
experience, management believes that the likelihood of such an
event is remote.
11. SUBSEQUENT EVENTS
The unaudited condensed interim Financial Statements were
approved by the Board and available for issuance on 25 August 2020.
Subsequent events have been evaluated through this date .
On 2 July 2020, the Company announced a Partial Compulsory
Redemption, effective 1 July 2020, of 13,493,183 Ordinary Shares at
a rate of $0.2668 per Ordinary Share and 23,657,087 C Shares at a
rate of $0.5157 per C Share. Proceeds of this redemption were paid
to holders of Ordinary Shares and C Shares in the second week of
July 2020.
As disclosed on 17 and 25 August 2020, the Investment Manager
anticipates redeeming a portion of 2018 and 2019 Side Pocket
Investments, which will result in a redemption amount of $7,000,000
for Ordinary Shares and $30,900,000 for C Shares which will be paid
to Shareholders in September 2020.
For further information:
Markel CATCo Investment Management
Ltd.
Judith Wynne, General Counsel
Telephone: +1 441 493 9005
Email: judith.wynne@markelcatco.com
Mark Way, Chief of Investor Marketing
Telephone: +1 441 493 9001
Email: mark.way@markelcatco.com
Numis Securities Limited
David Benda / Hugh Jonathan
Telephone: +44 (0) 20 7260 1000
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