Till Capital Ltd. (TSX-V:TIL) (the
"
Company" or "
Till"), a Bermuda
domiciled company, is pleased to announce the completion of the
acquisition of Omega InsuranceHoldings, Inc.
("
Omega"), a privately held and fully licensed
Toronto, Canada based insurance provider(1). The acquisition of
Omega includes the subsidiary companies Omega General Insurance
Company and Focus Group, Inc. Mr. Philip H. Cook will continue to
hold the position of Chief Executive Officer of Omega.
"We are excited to move forward with the combination of Omega's
insurance industry expertise and our Company's investment and
technical teams," said William M. Sheriff, Chairman and Chief
Executive Officer of Till Capital. "This foundation for growth
provides a unique platform combining a proprietary equity and
investment strategy with an insurance company offering unique
products and services. This acquisition represents a major step in
solidifying our position in the insurance/reinsurance
industry."
"We are very pleased that the transaction has now received the
necessary approvals, which brings new and exciting opportunity for
both of our organizations," said Philip H. Cook, Omega's Chief
Executive Officer. "The property casualty insurance industry is in
a constant state of change, and we look forward to expanding our
operations to produce enhanced products and services for our
clients and policyholders, along with sustainable profitability for
all stakeholders."
Omega Insurance Holdings, Inc.
With over $40 million in assets and operating since 2004,
Omega's mission is to offer secure, innovative and customized
solutions for insurers/reinsurers exiting the market and
organizations with unique insurance needs in a cost effective
manner by a team of dedicated professionals. Omega's expertise
in both the Canadian run-off phase and the Canadian start-up phase
for a foreign insurance company gives Omega a strategic advantage
in its two main target markets:
1. To provide those insurers
wishing to access the Canadian market, an ability to do so in the
most efficient manner, through fronting arrangements and other
creative solutions;
2. To provide those insurers
wishing to exit Canada, through a dedicated company deep in
experience in handling "run-off" business, an ability to facilitate
such an exit so that their financial, legal, and moral obligations
are met on a continuing basis, while being able to repatriate
surplus capital in a more timely fashion.
Transaction Details
At closing, Till paid Omega shareholders approximately
$14.7 million, representing 95% of 1.2 times book value as at
September 30, 2014. The transaction is subject to a post-closing
"true-up" to cover changes in the book value from September 30,
2014 to the closing date. Till will also pay an additional amount
(currently estimated at approximately $1.0 million) for new
insurance transactions in process at closing, when those
transactions actually close. All payments are subject to a 5%
hold-back to be paid to Omega shareholders based on 2015 year end
results, and adjusted to reflect any adverse development above 10%
in claim reserves calculated from the closing date until December
31, 2015.
Philip H. Cook, M.B.A., F.C.I.P. - Chief Executive
Officer
Serving as Omega's Chief Executive Officer since 2004, Mr. Phil
Cook entered the Insurance Industry in 1962 and has worked in a
variety of capacities with companies in England, Canada and the
United States. From a background in Claims and Claims Management he
moved to Administration, Operation and General Management. Before
establishing Focus Group Inc. in 1986, he was the Chief Executive
Officer for a major insurer. His qualifications and his extensive
practical experience make him uniquely qualified to consult, advise
and handle all aspects of insurance management. His specialties
include claims management, strategic planning, risk management,
feasibility studies, internal operations, IBNR calculations, audits
and all areas of general management. He is presently Chief Agent
for four insurers/reinsurers operating in the Canadian
marketplace.
Courant Capital Management LLC
The Company also advises it has terminated its contract,
including equity interests, with Courant Capital Management LLC
("Courant")(2) by mutual agreement.
Till Capital Ltd.
Till Capital Ltd. is a Bermuda-domiciled company and its
wholly-owned subsidiary, Resource Re Ltd., is a Bermuda-domiciled
reinsurance company regulated by the Bermuda Monetary Authority
with a Class 3A reinsurance license. Through its regulated
subsidiaries, the Company has been structured to produce
underwriting profits from reinsurance policies as well as above
average returns on assets under management.
(1) Till Capital News Release dated July 28th, 2014
(2) Till Capital News Release dated May 20th, 2014
Cautionary Note
At this time, the Company has no current plans to provide
earnings guidance due to the volatility of investment returns.
The Till Capital shares are restricted voting shares, whereby no
single shareholder of Till Capital is able to exercise voting
rights for more than 9.9% of the voting rights of the total issued
and outstanding Till Capital shares (the 9.9%
Restriction"). However, if any one shareholder of Till
Capital beneficially owns, or exercises control or direction over,
more than 50% of the issued and outstanding Till Capital shares,
the 9.9% Restriction will cease to apply to the Till Capital
shares.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities of Till Capital or
any other securities, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful. Trading in the
securities of Till Capital should be considered speculative.
Neither the TSX Venture Exchange nor its Regulatory Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) nor the Bermuda Monetary Authority accepts
responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward Looking
Information
Except for statements of historical fact, this news release
contains certain "forward-looking information" within the meaning
of applicable securities law. Forward-looking information is
frequently characterized by words such as "plan", "except",
"project", "intend", "believe", "anticipate", "estimate", "will",
"could" and other similar words, or statements that certain events
or conditions "may" occur. Such forward-looking statements are
subject to risks and uncertainties that may cause actual results,
performance or developments to differ materially from those
contained in the statements. In particular there is no guarantee
that Omega's strategic advantages will result in an expansion of
its customer base or that the transaction with the Company will
result in the expansion of Omega's operations. These and all
subsequent written and oral forward-looking information are based
on estimates and opinions of management on the dates they are made
and are expressly qualified in their entirety by this notice.
Except as required by law, Till Capital assumes no obligation to
update forward-looking information should circumstances or
management's estimates or opinions change.
CONTACT: Till Capital Ltd.
William M. Sheriff
Chairman and Chief Executive Officer
(208) 635-5415
info@tillcap.com
www.tillcap.com
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