TIDMCAT
RNS Number : 5171D
CATCo Reinsurance Opps Fund Ltd
29 January 2015
CATCo Reinsurance Opportunities Fund Ltd. ("the Company")
Results of Special General Meeting
To: SFM, London Stock Date: 29 January 2015
Exchange and Bermuda
Stock Exchange
The Board of CATCo Reinsurance Opportunities Fund Limited (the
"Company") is pleased to announce that at the General Meeting of
the Company held at 10.00am (Bermuda time) today, both Resolutions
set out in the circular to shareholders dated 5 January 2015 (the
"Circular") to approve the proposed Return of Value and Share
Capital Consolidation were duly passed. The Share Capital
Consolidation remains conditional on Admission of the New Ordinary
Shares to trading on the Specialist Fund Market and the BSX which
is expected to take place on 30 January 2015.
Details of the proxy votes received can be found on CATCo
Investment Management Ltd's website: www.catcoim.com.
The special resolution passed was as follows:
Resolution number 1, which related to: (i) the adoption of new
Bye-Laws of the Company in substitution for the existing Bye-Laws;
(ii) fixing the par value of the B Shares to be created and issued
in order to implement the Return of Value (as defined in the
circular sent to shareholders on 5 January 2015 (the "Circular"));
and (iii) the authority for the Company to take any action or
execute any document to give effect to the Return of Value on the
terms set out in the Circular).
Share Capital Consolidation
Immediately following the issue of B Shares all of the Existing
Ordinary Shares will be sub-divided and consolidated into a smaller
number of New Ordinary Shares, with the objective of ensuring that
the New Ordinary Shares have the same (as is reasonably
practicable) Net Asset Value per New Ordinary Share as the Net
Asset Value per Existing Ordinary Share on 31 December 2014 as
adjusted downwards to reflect the declaration of the Company's
annual dividend.
The conversion ratio has been determined to be 9 New Ordinary
Shares in exchange for every 10 Existing Ordinary Shares held and
has been calculated with reference to dividing the Net Asset Value
of an Existing Ordinary Share immediately following the issue of
the B Shares, which will equal the 31 December Net Asset Value
adjusted downwards to reflect the annual dividend and the Return of
Value, by the Net Asset Value of an Existing Ordinary Share as at
31 December 2014, adjusted downwards to reflect the Company's
annual dividend.
It is expected that following the Share Capital Consolidation a
total of 273,224,673 New Ordinary Shares will be issued and
admitted to trading on 30 January 2015. The ISIN for New Ordinary
Shares following the Share Capital Consolidation will be
BMG1961Q2095.
Following the Share Capital Consolidation, the Company's issued
ordinary share capital will consist of 273,224,673 New Ordinary
Shares. Accordingly, the total number of voting rights in the
Company is 273,224,673. This figure relating to the total number of
voting rights in the Company may be used by shareholders in the
Company as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure
and Transparency Rules.
Expected timetable
Event Time and/or date,
2015
------------------------------- -------------------------
Latest time and date for 5.00 p.m. on 29 January
dealings in Existing Ordinary
Shares. Existing Ordinary
Share register closed
and Depositary Interests
in respect of Existing
Ordinary Shares disabled
in CREST
------------------------------- -------------------------
Record Time for the Share 5.00 p.m. on 29 January
Capital Consolidation
and entitlement to B Shares
------------------------------- -------------------------
B Shares issued As soon as practicable
after 8.00 a.m. on
30 January
------------------------------- -------------------------
Share Capital Consolidation Immediately after
the B Shares are issued
on 30 January
------------------------------- -------------------------
New Ordinary Shares admitted 30 January
to trading on the Specialist
Fund Market and the BSX.
Dealings commence in New
Ordinary Shares
------------------------------- -------------------------
CREST accounts for Depositary As soon as practicable
Interests in respect of after 8.00 a.m. on
New Ordinary Shares credited 30 January
------------------------------- -------------------------
B Share Dividend becomes 30 January
payable on B Shares issued
pursuant to the Income
Alternative
------------------------------- -------------------------
Redemption of B Shares 30 January
------------------------------- -------------------------
Outstanding B Shares on 30 January
which B Share Dividend
has been paid automatically
reclassified as Deferred
Shares
------------------------------- -------------------------
Despatch of share certificates 9 February
in respect of the New
Ordinary Shares
------------------------------- -------------------------
Despatch of cheques, or 9 February
if Depositary Interests
held in CREST, CREST accounts
credited in respect of
proceeds under the Capital
Alternative
------------------------------- -------------------------
Despatch of cheques, or 9 February
if Depositary Interests
held in CREST, CREST accounts
credited in respect of
proceeds under the Income
Alternative
------------------------------- -------------------------
Notes:
(1) All references to times are references to London times, unless stated otherwise.
(2) The dates and times given are indicative only and are based
on the Company's current expectations and may be subject to change.
If any of the times and/or dates above change, the revised times
and/or dates will be notified to the Shareholders by announcement
through the Regulatory Information Service.
Unless otherwise defined, capitalised words and phrases in this
announcement shall have the meaning given to them in the
Circular.
For further information, please contact:
Judith Wynne
Company Secretary and General Counsel
CATCo Investment Management Ltd
Telephone: +44 7986 205364
Email: judith.wynne@catcoim.com
Mark Way
Corporate Communications Director
CATCo Investment Management Ltd
Telephone: +44 7786 116991
Email: mark.way@catcoim.com
David Benda / Hugh Jonathan
Numis Securities Limited
Telephone: +44 (0) 20 7260 1000
None of the B Shares, Depositary Interests, New Ordinary Shares
or Deferred Shares have been or will be registered under the US
Securities Act or the state securities laws of the United States
and none of them may be offered or sold in the United States unless
pursuant to a transaction that has been registered under the US
Securities Act and the relevant state securities laws or that is
not subject to the registration requirements of the US Securities
Act or such laws, either due to an exemption therefrom or
otherwise.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
This announcement does not constitute, or form part of, an offer
to sell or the solicitation of an offer to subscribe for any
securities, nor the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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