CastlePoint Holdings to Terminate Its Resale Shelf Registration Statement
March 06 2008 - 7:15AM
Business Wire
CastlePoint Holdings, Ltd. (Nasdaq:CPHL)("CastlePoint" or the
�Company�) today announced that it plans to file on or about March
7, 2008 a post-effective amendment to deregister the securities
remaining unsold under its currently effective resale registration
statement on Form S-1 filed with the SEC (File No. 333-134628).
CastlePoint is seeking to terminate the resale registration
statement in light of the SEC�s amendments to Rule 144, effective
February 15, 2008, which would enable non-affiliate shareholders of
the Company�s shares covered by the resale registration statement
to freely resell those shares if the conditions of the amended Rule
144 are met. These conditions now include only a six-month holding
period if the Company has been current in its SEC reporting
obligations, which the Company is, and the non-affiliate has not
been an affiliate of the Company for at least three months prior to
the resale. Furthermore, if a non-affiliate has held the shares for
one year and has not been an affiliate for at least three months
prior to the resale, the non-affiliate may sell an unlimited amount
of shares without any other conditions or restrictions. The Company
has received waivers of its obligations to maintain effectiveness
of the resale registration statement from all affiliates currently
known to the Company whose securities were covered by the resale
registration statement. As a result, the Company will no longer
maintain effectiveness of the resale registration statement.
Resales of shares previously covered by the resale registration
statement by affiliates of CastlePoint will be subject to all the
conditions and limitations applicable to sales by affiliates of
amended Rule 144, including a six months holding period, volume
limitations and manner of sale limitations. As soon as CastlePoint
files the above post-effective amendment with the SEC, the resale
registration statement will no longer be available for sales of the
CastlePoint shares by shareholders listed under the caption
�Selling Shareholders� in the resale registration statement in
accordance with the procedures set forth therein. These
shareholders will be able to resell their shares upon compliance
with the applicable requirements of Rule 144 discussed above or
another exemption for resale that may be available under the
Securities Act of 1933, as amended, and the rules thereunder. The
resale registration statement was declared effective by the SEC on
August 6, 2007 and provided for the registration and resale of up
to 26,646,589 common shares representing a combination of the
shares issued by CastlePoint at the time of its private offering in
April 2006 and the shares the Company issued in early 2006 to Tower
Group, Inc., a Delaware corporation. The resale registration
statement contemplated that these shares could be offered for
resale from time to time by the selling shareholders named in the
prospectus included in the registration statement pursuant to the
plan of distribution set forth therein. The Resale Registration
Statement was established to provide for the registration and
resale of the common shares, par value $0.01 per share (�Common
Shares�) of CastlePoint in accordance with the terms of the
Registration Rights Agreement, dated as of April 4, 2006 (the
�Registration Rights Agreement�), between CastlePoint and Friedman,
Billings, Ramsey & Co., Inc. (�FBR�), for the benefit of the
purchasers of CastlePoint�s Common Shares and the direct and
indirect transferees of FBR as purchaser in the April 2006 private
sale by CastlePoint of its Common Shares. About CastlePoint
CastlePoint, a Bermuda-based holding company, through its
subsidiaries, CastlePoint Reinsurance Company, Ltd., CastlePoint
Management Corp. and CastlePoint Insurance Company, provides
property and casualty insurance and reinsurance business solutions,
products and services to small insurance companies and program
underwriting agents in the United States. CPHL-F Cautionary Note
Regarding Forward-Looking Statements The Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. This press release or any other written
or oral statements made by or on behalf of CastlePoint may include
forward-looking statements that reflect CastlePoint's current views
with respect to future events and financial performance. All
statements other than statements of historical fact included in
this press release are forward-looking statements. Forward-looking
statements can generally be identified by the use of
forward-looking terminology such as "may," "will," "plan,"
"expect," "intend," "estimate," "anticipate," �project�, �guide or
guidance�, "believe" or "continue" or their negative or variations
or similar terminology. All forward-looking statements address
matters that involve risks and uncertainties. Accordingly, there
are or will be important factors that could cause CastlePoint's
actual results to differ materially from those indicated in these
statements. The company believes that these factors include but are
not limited to ineffectiveness or obsolescence of its business
strategy due to changes in current or future market conditions;
increased competition on the basis of pricing, capacity, coverage
terms or other factors; greater frequency or severity of claims and
loss activity, including as a result of natural or man-made
catastrophic events, than CastlePoint's underwriting, reserving or
investment practices anticipate based on historical experience or
industry data; the ability to obtain necessary governmental
licenses; the ability to hire and retain executive officers and
other key personnel; the ability to make certain acquisitions in a
timely fashion necessary to fulfill the company's business plan;
the effects of acts of terrorism or war; developments in the
world's financial and capital markets that adversely affect the
performance of the company's investments; changes in regulations or
laws applicable to CastlePoint, its subsidiaries, brokers or
customers including tax laws in Bermuda and the United States;
acceptance of CastlePoint's products and services, including new
products and services; changes in the availability, cost or quality
of reinsurance and failure of CastlePoint's reinsurers to pay
claims timely or at all; decreased demand for the company's
insurance or reinsurance products; the effects of mergers,
acquisitions and divestitures; changes in rating agency policies or
practices; changes in legal theories of liability under
CastlePoint's insurance policies or the policies that it reinsures;
changes in accounting policies or practices; and changes in general
economic conditions, including inflation and other factors.
Forward-looking statements speak only as of the date on which they
are made, and CastlePoint undertakes no obligation to update
publicly or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise.
Castlepoint Holdings Ltd (MM) (NASDAQ:CPHL)
Historical Stock Chart
From Jul 2024 to Aug 2024
Castlepoint Holdings Ltd (MM) (NASDAQ:CPHL)
Historical Stock Chart
From Aug 2023 to Aug 2024