TIDMCAT
RNS Number : 8500V
CATCo Reinsurance Opps Fund Ltd
08 November 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN, ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (OTHER THAN THE UK) OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
This announcement does not constitute or form part of, and
should not be construed as, any offer for sale or subscription of,
or solicitation of any offer to buy or subscribe for, any shares in
CATCo Reinsurance Opportunities Fund Ltd. or securities in any
other entity, in any jurisdiction, including the United States, nor
shall it, or any part of it, or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract or
investment decision whatsoever, in any jurisdiction. This
announcement does not constitute a recommendation regarding any
securities.
8 November 2017
CATCo Reinsurance Opportunities Fund Ltd.
(the "Company" or "CATCo")
Publication of Prospectus
On 13 October 2017, CATCo Reinsurance Opportunities Fund Ltd.
("the Company") published a circular in relation to its intention
to raise further equity capital targeting an initial raise of $250m
(which may be increased at the discretion of the Directors) by way
of an Initial Placing and Offer and Placing Programme. The Company
published a Prospectus on 7 November 2017 describing the Initial
Placing and Offer and the Placing Programme in detail, an
electronic version is available on the Company's website at
http://www.catcoreoppsfund.com and on the National Storage
Mechanism website at http://www.morningstar.co.uk/uk/NSM.
Summary of the Initial Placing and Offer and the Placing
Programme
New Shares issued pursuant to the Initial Placing and Offer will
be issued as C Shares. The assets attributable to such C Shares
will be held in cash or near cash until the January 2018
reinsurance renewals, following which they are expected to be fully
invested in accordance with the Company's investment policy. The C
Shares are expected to be converted into Ordinary Shares shortly
after the date on which the Side Pocket Investments attributable to
2016 and 2017 are no longer designated as such and the relevant SP
Shares held by the Company in respect of such exposures have
converted back into Master Fund Shares, or on such earlier date as
the Directors determine that such Side Pocket Investments are not
material (taking into account the value of the Side Pocket
Investments as a percentage of the latest Net Asset Value of the
Company and such other factors as they consider to be relevant),
provided that at least 80 per cent. of the assets attributable to
such class of C Shares has been invested in accordance with the
Company's investment policy.
New Shares issued pursuant to the Placing Programme may be
issued as Ordinary Shares and/or C Shares at the discretion of the
Directors. The Directors expect to issue New Shares pursuant to the
Placing Programme as C Shares only in circumstances where: (a) the
Company is raising capital that it does not expect to be able to
fully deploy shortly after issue, in order to mitigate the risk of
cash drag on the Ordinary Shareholders; or (b) during any period
when the Master Fund has designated one or more investments as a
Side Pocket Investment, in order to ensure that investors are not
unduly exposed to potential losses and premiums that the Directors
(in their absolute discretion) believe may be material taking into
account the materiality of the value of the Side Pocket Investments
as a percentage of the latest published Net Asset Value of the
Company and such other factors as the Directors consider to be
relevant (although there may be other circumstances in which the
Directors consider that it is in the best interests of the Company
to issue C Shares pursuant to the Placing Programme).
Issue Price
C Shares issued under the Initial Placing and Offer will be
issued at US$1.00 per C Share.
All New Shares issued as Ordinary Shares or (where C Shares of
the same class are already in issue) C Shares pursuant to the
Placing Programme will be issued at a premium to the latest
published Net Asset Value per Ordinary Share or C Share of that
class (as the case may be) which is at least sufficient to cover
the costs and expenses of the relevant placing. In determining the
relevant Issue Price, the Directors will also take into
consideration, inter alia, the prevailing market conditions at that
time. All New Shares issued as C Shares (where C Shares of the same
class are not already in issue) under the Placing Programme will be
issued at US$1.00 per C Share.
Dealings
Applications will be made to the London Stock Exchange for all
of the New Shares issued pursuant to the Initial Placing and Offer
and the Placing Programme to be admitted to trading on the
Specialist Fund Segment. It is expected that Admission in respect
of the Initial Placing and Offer will become effective, and that
dealings in the New Shares issued pursuant to the Initial Placing
and Offer will commence, on 1 December 2017. It is expected that
Admissions in respect of the Placing Programme will become
effective, and that dealings for normal settlement in the New
Shares issued pursuant to the Placing Programme will take place,
between the Initial Admission and 6 November 2018.
Applications for a secondary listing will be made for all of the
New Shares issued pursuant to the Initial Placing and Offer and the
Placing Programme to be admitted to trading on the BSX.
Expected timetable
INITIAL PLACING AND OFFER
Publication of the Prospectus 7 November 2017
Initial Placing and Offer open 7 November 2017
Latest time and date for receipt Midday on 24 November
of Application Forms under 2017
the Offer
Latest time and date for receipt Midday on 28 November
of Placing commitments 2017
Announcement of the results 29 November 2017
of the Initial Placing and
Offer
Admission of the C Shares to 8.00 a.m. on 1 December
trading, and commencement of 2017
dealings, on the London Stock
Exchange's Specialist Fund
Segment
Admission of the C Shares to 9.00 a.m. (Bermuda
trading, and commencement of time) on 1 December
dealings, on the BSX 2017
C Shares issued and CREST accounts 1 December 2017
credited in respect of Depositary
Interests
Dispatch of definitive share Week commencing
certificates for C Shares in 11 December 2017
certificated form (where applicable)
PLACING PROGRAMME
Placing Programme opens 2 December 2017
Admission of the New Shares 8.00 a.m. on each
to trading, and commencement day New Shares are
of dealings, on the Specialist issued
Fund Segment
Admission of the New Shares 9.00 a.m. (Bermuda
to trading on the BSX time) on each day
New Shares are issued
CREST accounts credited in As soon as possible
respect Depositary Interests after 8.00 a.m.
on each day New
Shares are issued
Dispatch of definitive share Approximately one
certificates for New Shares week following Admission
in certificated form (where of the relevant
applicable) New Shares
Last date for New Shares to 6 November 2018
be issued pursuant to the Placing
Programme
Any changes to the expected timetable set out above will be
notified by the Company through a Regulatory Information Service.
All references to times in this announcement are to London times
unless otherwise stated. In particular the Board may, with the
prior approval of Numis, postpone the closing time and date for the
Initial Placing and Offer by up to four weeks. In the event that
such date is changed, the Company will notify investors who have
applied for C shares pursuant to the Issue of changes to the
timetable by the publication of a notice through a Regulatory
Information Service.
Further information
The ISIN and SEDOL of the C Shares to be issued under the
Initial Placing and Offer are BMG1961Q1592 and BZ1DKY6
respectively.
The ISIN and SEDOL of the Ordinary Shares of the Company are
BMG1961Q2095 and BVFCRP1 respectively.
Further details of the Initial Placing and Offer and the Placing
Programme, are set out in the Prospectus, which, is available on
the Company's website at http://www.catcoreoppsfund.com.
Copies of the Prospectus have been submitted to the National
Storage Mechanism and are available for inspection at
http://www.morningstar.co.uk/uk/NSM.
Any defined terms used in this announcement are as set out in
the Prospectus and/or the Circular unless otherwise stated.
Enquiries:
Markel CATCo Investment Management Ltd.
Judith Wynne, General Counsel
Mobile: +44 (0) 7986 205364
Telephone: +1 (441) 493 9005
Email: judith.wynne@markelcatco.com
Mark Way, Chief Operating Officer
Mobile: +1 (441) 504 9178
Telephone: +1 (441) 493 9001
Email: mark.way@markelcatco.com
Numis Securities Limited
David Benda / Hugh Jonathan / Harry Trueman
Telephone: +44 (0) 20 7260 1000
Important notices and disclaimers
The content of this announcement, which has been prepared by and
is the sole responsibility of the Company, has been approved by
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority, solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 (as amended).
Recipients of this announcement who are considering acquiring
shares in the Company in connection with the Initial Placing and
Offer and the Placing Programme are reminded that any such
acquisition must be made only on the basis of the information
contained in the Prospectus and any supplementary prospectus(es)
thereto which may be different from the information contained in
this announcement.
Numis, which is authorised and regulated by the Financial
Conduct Authority, is acting only for the Company in connection
with the matters described in this announcement and is not acting
for or advising any other person, or treating any other person as
its client, in relation thereto and will not be responsible for
providing the regulatory protection afforded to clients of Numis or
advice to any other person in relation to the matters contained
herein.
The shares of the Company have not been, nor will they be,
registered under the US Securities Act of 1933, as amended, or with
any securities regulatory authority of any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan, New Zealand or South
Africa. Further, the Company has not been and will not be
registered under the US Investment Company Act of 1940, as amended.
Subject to certain exceptions, the shares of the Company may not be
offered or sold in any Member State of the European Economic Area
(other than the United Kingdom), the United States of America,
Canada, Australia, Japan, New Zealand or South Africa or to or for
the account or benefit of any national, resident or citizen of any
Member State of the European Economic Area (other than the United
Kingdom), Canada, Australia, Japan, New Zealand or South Africa or
any person located in the United States. The Initial Placing and
Offer and the Placing Programme and the distribution of this
announcement in other jurisdictions may be restricted by law and
the persons into whose possession this announcement comes should
inform themselves about, and observe, any such restrictions.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, proposed
acquisitions and objectives are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties
and accordingly the Company's actual future financial results and
operational performance may differ materially from the results and
performance expressed in, or implied by, the statements. These
forward-looking statements speak only as at the date of this
announcement. The Company, Markel CATCo Investment Management
Limited and Numis expressly disclaim any obligation or undertaking
to update or revise any forward-looking statements contained herein
to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based
unless required to do so by the Financial Services and Markets Act
2000, the Prospectus Rules of the Financial Conduct Authority or
other applicable laws, regulations or rules.
Acquiring shares to which this announcement relates may expose
an investor to a significant risk of losing all of the amount
invested. Persons considering making such an investment should
consult an authorised person specialising in advising on such
investments and should ensure that they fully understand and accept
the risks which are set out in the published Prospectus. This
announcement does not constitute a recommendation concerning the
Initial Placing and Offer or the Placing Programme and no
information in this announcement should be construed as providing
financial, investment or other professional advice. The value of
the Ordinary and/or C Shares can decrease as well as increase. Past
performance or information in this announcement or any of the
documents relating to the Issue and/or the Placing Programme cannot
be relied upon as a guide to future performance. The returns set
out in this announcement are targets only. There is no guarantee
that any returns set out in this announcement can be achieved or
can be continued if achieved, nor that the Company will make any
distributions whatsoever.
Apart from the responsibilities and liabilities, if any, which
may be imposed by the Financial Services and Markets Act 2000 or
the regulatory regime established thereunder, none of the Company,
Markel CATCo Investment Management Limited or Numis nor any of
their respective affiliates accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. The Company,
Markel CATCo Investment Management Limited and Numis and their
respective affiliates accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its contents or
otherwise arising in connection therewith.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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