TIDMCAT
RNS Number : 0245F
CATCo Reinsurance Opps Fund Ltd
15 February 2018
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the contents of this
Supplementary Prospectus you should consult your accountant, legal
or professional adviser, financial adviser or a person authorised
for the purposes of the Financial Services and Markets Act 2000, as
amended, who specialises in advising on the acquisition of shares
and other securities.
This document comprises a supplementary prospectus relating to
CATCo Reinsurance Opportunities Fund Ltd. (the "Company") prepared
in accordance with Prospectus Rules made under Part VI of the
Financial Services and Markets Act 2000 ("FSMA") (the
"Supplementary Prospectus"). This Supplementary Prospectus has been
filed with the Financial Conduct Authority (the "FCA") and has been
made available to the public in accordance with section 3.2 of the
Prospectus Rules. This Supplementary Prospectus has been approved
as a supplementary prospectus under section 87A of FSMA. This
Supplementary Prospectus is supplemental to and must be read in
conjunction with, and in the context of, the prospectus published
by the Company on 7 November 2017 (the "Prospectus"), the
supplementary prospectuses published by the Company on 16 November
2017 and 1 February 2018 and any further supplementary prospectuses
that may be published in future.
The Company and its Directors each accept responsibility for the
information contained in this Supplementary Prospectus. To the best
of the knowledge of the Company and the Directors (who have taken
all reasonable care to ensure that such is the case), the
information contained in this Supplementary Prospectus is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
CATCO REINSURANCE OPPORTUNITIES FUND LTD.
(incorporated and registered as an exempted mutual fund company
in Bermuda with registered no. 44855)
Supplementary Prospectus
Investment Manager Bookrunner and Financial Adviser
Markel CATCo Investment Management Numis Securities Limited
Ltd.
Numis is authorised and regulated in the United Kingdom by the
FCA, and is acting exclusively for the Company and is not advising
any other person or treating any other person as its customer in
relation to the Placing Programme or any Subsequent Placing or to
the matters referred to in this Supplementary Prospectus and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for affording advice in
relation to the Placing Programme or any Subsequent Placing. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Numis by FSMA or the regulatory regime established
thereunder, Numis accepts no responsibility whatsoever for the
contents of this Supplementary Prospectus or for any other
statement made or purported to be made by it or on its behalf in
connection with the Company or the New Shares. Numis accordingly
disclaims all and any liability, whether arising in tort or
contract or otherwise (save as referred to above), which it might
otherwise have in respect of this Supplementary Prospectus or any
such statement.
The Bermuda Stock Exchange takes no responsibility for the
contents of this Supplementary Prospectus, makes no representations
as to its accuracy or completeness and expressly disclaims any
liability whatsoever for any loss howsoever arising from or in
reliance upon any part of the contents of this Supplementary
Prospectus.
The Bermuda Monetary Authority, the Registrar of Companies in
Bermuda and the Minister of Finance of Bermuda accept no
responsibility for the accuracy of any statements made or opinions
expressed in this Supplementary Prospectus.
The distribution of this Supplementary Prospectus in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or Numis that would permit an offer of the New Shares
or possession or distribution of the Prospectus or this
Supplementary Prospectus or any other offering or publicity
material in any jurisdiction where action for that purpose is
required, other than in the United Kingdom. Persons into whose
possession this Supplementary Prospectus comes should inform
themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This Supplementary Prospectus is dated 15 February 2018.
1. PURPOSE OF THE SUPPLEMENTARY PROSPECTUS
1.1 This document constitutes a Supplementary Prospectus
required under Prospectus Rule 3.4.1 and is being published to
disclose new information in respect of the Current Portfolio, which
constitutes a significant new factor in relation to the information
set out in the Prospectus.
1.2 Words and phrases defined in the Prospectus shall have the
same meaning in this Supplementary Prospectus unless otherwise
defined or the context requires otherwise.
2. Update on the Current Portfolio
2.1 The following paragraphs provide an update in respect of the
Side Pocket Investments that form part of the Current Portfolio in
respect of the Ordinary Shares and to which holders of Ordinary
Shares (but not C Shares) are exposed. These paragraphs supplement,
and should be read in conjunction with, the description of the
Current Portfolio on pages 74 to 78 of the Prospectus, and in
particular the section headed "Side Pocket Investments" on pages 77
to 78, together with such updates to those pages as are contained
in the supplementary prospectus of the Company that was published
on 1 February 2018.
2.2 The total Side Pocket Investments held by the Company as at
31 December 2017 by calendar year of underwriting, as a percentage
of the Net Asset Value of the Ordinary Shares as at 1 January 2017,
are as follows:
(a) 2015 Side Pocket Investments: c. 1.2 per cent. (versus c.
3.2 per cent. of the total Net Asset Value of the Ordinary Shares
as at 31 December 2016);
(b) 2016 Side Pocket Investments: c. 6.1 per cent. (versus c.
7.1 per cent. of the total Net Asset Value of the Ordinary Shares
and C Shares[1] as at 31 December 2016); and
(c) 2017 Side Pocket Investments: c. 41.5 per cent.
2.3 After taking into account:
(a) the 2017 Side Pocket Investments;
(b) the Company's loss reserves, which have been increased in
respect of certain 2017 events as further described in the
Company's supplementary prospectus dated 1 February 2018; and
(c) payment of the 2017 annual dividend, which was announced by
the Company on 31 January 2018,
approximately 35 per cent. of the total Net Asset Value of the
Ordinary Shares as at 31 December 2017 has been reinvested by the
Company in its 2018 portfolio in respect of the Ordinary Shares.
The assets of the Company that represent Side Pocket Investments
are held on trust in money market funds rated "AAA" by Standard
& Poor's.
2.4 The information on the Current Portfolio contained in this
Supplementary Prospectus is unaudited.
3. NO SIGNIFICANT CHANGE
Save as otherwise stated in this Supplementary Prospectus or in
the supplementary prospectuses published by the Company on 16
November 2017 and 1 February 2018, and for the declaration by the
Directors of an annual dividend of $0.05476 in respect of each
Ordinary Share for the year to 31 December 2017, as announced on 31
January 2018, there has been no significant change in the financial
or trading position of the Company since 7 November 2017, being the
date on which the Prospectus was published.
4. RESPONSIBILITY
4.1 The Directors, whose names appear below, and the Company
accept responsibility for the information contained in this
Supplementary Prospectus. To the best of the knowledge of the
Directors and the Company (who have all taken all reasonable care
to ensure that such is the case), the information contained in this
Supplementary Prospectus is in accordance with the facts and
contains no omission likely to affect the import of such
information.
4.2 Directors:
James Keyes (Chairman)
Alastair Barbour
Margaret Gadow
5. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of this Supplementary Prospectus will be available
(subject to applicable law) on the Company's website at
www.catcoreoppsfund.com and for collection, free of charge during
normal business hours, from the offices of Hogan Lovells
International LLP, Atlantic House, Holborn Viaduct, London, EC1A
2FG and at the registered office of the Company until 6 November
2018 or the earlier termination of the Placing Programme.
6. GENERAL
6.1 To the extent that there is any inconsistency between any
statement in or incorporated by reference in this Supplementary
Prospectus and any other statement in or incorporated by reference
in the Prospectus, the statements in or incorporated by reference
in this Supplementary Prospectus will prevail.
6.2 Save as disclosed in this Supplementary Prospectus or in the
supplementary prospectuses published by the Company on 16 November
2017 and 1 February 2018, no other significant new factor, material
mistake or inaccuracy relating to information included in the
Prospectus has arisen or been noted, as the case may be, since the
publication of the Prospectus.
This Supplementary Prospectus is dated 15 February 2018
[1] This class of C Share was converted in full into Ordinary Shares on 23 May 2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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