Current Report Filing (8-k)
March 30 2020 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 30, 2020
BLUE CAPITAL REINSURANCE HOLDINGS LTD.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Bermuda
|
|
001-36169
|
|
98-1120002
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
Waterloo House
100 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of
Principal Executive Offices)
Registrants telephone number, including area
code: (441) 278-0400
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(s)
|
|
Name of each exchange
on which registered
|
Common Shares, par value $1.00 per share
|
|
BCRH
|
|
New York Stock Exchange
|
Common Shares, par value $1.00 per share
|
|
BCRH.BH
|
|
Bermuda 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
On March 30, 2020, Blue Capital Reinsurance Holdings Ltd. (Blue Capital or the Company) announced
that it had filed a Form 15 with the U.S. Securities and Exchange Commission (the SEC) to voluntarily deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the
Exchange Act). As a result of the Form 15 filing, the Company will no longer be required to file certain reports under the Exchange Act, including quarterly reports on Form 10-Q, annual
reports on Form 10-K, and current reports on Form 8-K.
On
March 19, 2020, the Company filed a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the SEC in order to voluntarily delist its common shares from the
New York Stock Exchange (NYSE), with the last trading day for the Companys common shares on the NYSE on March 30, 2020. The Company will also withdraw its listing with the Bermuda Stock Exchange prior to July 31, 2020.
Following delisting and deregistration, the Company believes that its common shares will continue to be quoted on the OTC Pink Open Market
(OTC Pink), a centralized electronic quotation service operated by the OTC Markets for over-the-counter securities. However, the Company can give no
assurance that trading in its common shares will continue in the future on the OTC Pink, on any securities exchange, or in any other quotation medium.
The Company intends to post important notices and proxy materials on its website going forward. The Company currently intends to provide at least limited
financial information, primarily related to its liquidation process and remaining cash resources, although there can be no assurances that the Company will undertake to provide, or continue to provide, such limited information.
The Companys press release dated March 30, 2020 furnished as Exhibit 99.1 to this Current Report on
Form 8-K is incorporated by reference herein.
Item 5.08
|
Shareholder Director Nominations
|
The Company does not intend to hold an annual meeting to elect directors during the month of May as it has in prior years. The date of the 2020 Annual Meeting
of Shareholders, if any, has not been set. Information concerning future shareholder meetings will be posted on the Companys website.
Item 9.01
|
Financial Statements and Exhibits.
|
The following exhibit is furnished as part of this report:
2
SIGNATURES
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.
|
|
|
|
|
|
|
Blue Capital Reinsurance Holdings Ltd. (Registrant)
|
|
|
|
March 30, 2020
|
|
By:
|
|
/s/ John V. Del Col
|
Date
|
|
Name:
|
|
John V. Del Col
|
|
|
Title:
|
|
Secretary
|
3
Blue Capital Reinsurance (NYSE:BCRH)
Historical Stock Chart
From Aug 2024 to Sep 2024
Blue Capital Reinsurance (NYSE:BCRH)
Historical Stock Chart
From Sep 2023 to Sep 2024