Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 02 2017 - 6:04AM
Edgar (US Regulatory)
SEC FILE NUMBER
001-34042
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF
LATE FILING
(Check
one)
:
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☒ Form 10-K ☐ Form
20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D
☐ Form N-SAR ☐ Form N-CSR
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For Period Ended:
December 31, 2016
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☐
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Transition Report on Form 10-K
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☐
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Transition Report on Form 20-F
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☐
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Transition Report on Form 11-K
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☐
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Transition Report on Form 10-Q
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☐
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Transition Report on Form N-SAR
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For the Transition Period Ended: _______________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification
relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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PART I -
REGISTRANT INFORMATION
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Maiden Holdings, Ltd.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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131 Front Street
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Address of Principal Executive Office
(Street and Number)
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Hamilton HM12, Bermuda
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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(a.)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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☒
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(b.)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c.)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Maiden Holdings, Ltd. (the “Company”) is unable,
without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2016 (“Annual
Report”), within the prescribed time period. The audit is substantially completed and is expected to be finalized shortly.
The Company does not anticipate any changes from the results reported in the press release included as Exhibit 99.1 to the Company’s
Current Report on Form 8-K furnished to the Securities and Exchange Commission on February 28, 2017.
The Company expects to file its Annual Report on Form 10-K within
the prescribed time allowed pursuant to Rule 12b-25.
Forward-Looking Statements
The Company’s expectations regarding the timing of the
filing of its Annual Report and the results of management’s assessment of internal control over financial reporting are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995, and actual events may differ from those contemplated
by these statements. Forward-looking statements are subject to certain risks and uncertainties, including the Company’s or
its independent registered public accounting firm’s inability to complete the work required to file the Annual Report in
the time frame that is anticipated, including as a result of any issues or considerations that may be identified in the course
of such completion; unanticipated changes being required in the Company’s reported operating results; additional uncertainties
related to accounting issues generally; and other risks and uncertainties identified in Item 1A. Risk Factors in the Company's
Annual Report on Form 10-K for the year ended December 31, 2015 as updated in periodic filings with the Securities and Exchange
Commission. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information,
future events or otherwise.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Lawrence F. Metz
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(441)
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298-4900
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(Name)
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(Area Code)
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(Telephone Number)
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(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is
no, identify report(s).
Yes ☒ No ☐
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
Yes☒ No ☐
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
As indicated in the press release included as Exhibit 99.1 to
the Company’s Current Report on Form 8-K furnished to the Securities and Exchange Commission on February 28, 2017, the Company
preliminarily reported a net loss attributable to the Company of approximately $74.4 million in the fourth quarter of 2016, in
comparison to net income attributable to the Company of approximately $24.7 million in the fourth quarter of 2015.
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Maiden Holdings, Ltd.
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(Name of Registrant as Specified in Charter)
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has caused this
notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 1, 2017
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By:
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/s/ Lawrence F. Metz
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Name:
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Lawrence F. Metz
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Title:
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Executive Vice President, General Counsel and Secretary
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