UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 8-K
  
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 24, 2020 (November 23, 2020)
 
 THIRD POINT REINSURANCE LTD.
(Exact name of registrant as specified in its charter)
  
Bermuda   001-36052   98-1039994
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
Point House
3 Waterloo Lane
Pembroke HM 08 Bermuda
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: +1 441 542-3300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Shares, $0.10 par value TPRE New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07
Submissions of Matters to a Vote of Security Holders.
As previously announced, Third Point Reinsurance Ltd. (the "Company") held a Special General Meeting of Shareholders on November 23, 2020 (the "Special Meeting").

Set forth below is a brief description of each matter voted upon at the Special Meeting and the results of voting on each such matter. The proposals are described in more detail in the registration statement on Form S-4 dated September 23, 2020, which was subsequently amended and declared effective by the SEC on October 23, 2020 (the “Form S-4”), which includes a prospectus of the Company and a proxy statement of Sirius International Insurance Group Ltd. (“Sirius Group”) (the “Joint Proxy Statement/Prospectus”).

1.     The Company's shareholders approved the issuance of the Company’s Common Shares, par value $0.10 per share (the “Common Shares”), including the issuance of the Common Shares upon, if applicable, conversion of the Series A Preference Shares pursuant to the Series A Preference Shares Certificate of Designation, exercise of the Warrants pursuant to the Warrant Agreement and settlement of the Upside Rights pursuant to their terms (the “Share Issuance Proposal”), to Sirius Group shareholders as consideration in the merger between the Company, Sirius Group and Yoga Merger Sub Limited (the “Merger”) contemplated by the agreement and plan of merger dated August 6, 2020 (the “Merger Agreement”).
For Against Abstain Broker Non-Votes
76,966,332 643,582 331,021 0

2.     The Company's shareholders approved the issuance of the Common Shares to Daniel S. Loeb pursuant to the equity commitment letter between the Company, Third Point Opportunities Master Fund Ltd. and Daniel S. Loeb, dated August 6, 2020.
For Against Abstain Broker Non-Votes
76,907,374 653,519 380,042 0

3.     The Company's shareholders approved certain changes to Bye-laws 24.2 through 24.8 and Bye-law 27 of the Company’s existing Amended & Restated Bye-laws (the “Bye-laws”) to clarify the procedures by which shareholders may submit shareholder proposals and director nominations for the annual general meetings or, if applicable, special general meetings.
For Against Abstain Broker Non-Votes
57,294,159 20,394,663 252,113 0

4.     The Company's shareholders approved (i) the deletion of Bye-law 40.3 of the Bye-laws to remove certain rights of historical investors to appoint directors to the board of directors of the Company and (ii) the deletion of Bye-law 44.1 of the Bye-laws related to the removal of directors prior to the Effective Date (as defined therein) which is no longer relevant as the Effective Date has passed.
For Against Abstain Broker Non-Votes
77,221,345 488,286 231,304 0

5.     The Company's shareholders approved the amendment or addition of Bye-laws 56.2, 56.3 and 56.4 of the Bye-laws to provide that a director with a conflict of interest must declare that interest, but that the director is not required to recuse himself or herself from the vote.
For Against Abstain Broker Non-Votes
72,667,441 5,051,867 221,627 0



6.     The Company's shareholders did not approve the amendment of Bye-law 81.1 of the Bye-laws to remove the requirement that certain historical investors consent to amendments to the Bye-laws that have a material adverse effect on that investor. This proposal required the affirmative vote of not less than 66.67% of the votes attaching to all the Company’s shares in issue, which vote was not obtained. As a result, the amendments described in this proposal will not be made.
For Against Abstain Broker Non-Votes
48,735,628 28,979,306 226,001 0

7.     The Company's shareholders approved (i) the deletion of Bye-laws 7.1 and 7.2 of the Bye-laws to remove certain rights of historical investors to approve certain affiliate transactions, (ii) the deletion of Bye-law 43.5 of the Bye-laws to remove certain rights of historical investors to appoint a board observer, (iii) the amendment of Bye-law 82 of the Bye-laws to remove the requirement that certain historical investors consent to amendments to the memorandum of association that have a material adverse effect on that investor, and (iv) the amendment of Bye-law 82 to delete certain approval thresholds that are no longer relevant as the Effective Date (as defined therein) has passed.
For Against Abstain Broker Non-Votes
48,759,507 28,956,605 224,823 0

8.    The Company's shareholders approved the other changes to the Bye-laws described in the Joint Proxy Statement/Prospectus effective upon the completion of the merger and to adopt the bye-laws as the bye-laws of the Company in substitution for and to the exclusion of all the Bye-laws thereof, conditional upon consummation of the Merger contemplated by the Merger Agreement.
For Against Abstain Broker Non-Votes
73,001,820 4,717,621 221,494 0

9.     The Company's shareholders approved the change of the Company’s name to “SiriusPoint Ltd.” upon consummation of the Merger.
For Against Abstain Broker Non-Votes
76,966,988 752,020 221,927 0

10.     The Company's shareholders approved giving the Chairman of the Board of Directors of the Company authority to adjourn the Special Meeting one or more times if necessary to solicit additional proxies if there were not sufficient votes to approve the Share Issuance Proposal at that time or at any adjournment or postponement thereof.
For Against Abstain Broker Non-Votes
73,302,907 4,415,859 222,169 0


Item 8.01 Other Events.
On November 24, 2020, the Company issued a press release regarding the results of its Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
No. 		   Description
99.1
Press Release dated November 24, 2020.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: November 24, 2020   /s/ Janice R. Weidenborner
  Name:
Janice R. Weidenborner
  Title:
EVP, Group General Counsel and Secretary


EXHIBIT INDEX
Exhibit
No. 		   Description
99.1

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