TIDMCAT
RNS Number : 7920I
CATCo Reinsurance Opps Fund Ltd
13 August 2019
13 August 2019
CATCo Reinsurance Opportunities Fund Ltd. (the "Company")
Publication of Circular and Notice of Class Meetings
Following the Company's announcement on 26 July 2019, the
Company has today published a Circular in respect of the proposed
reverse Tender Offer, conditional upon, inter alia, the approval of
the Shareholders. The Tender Offer is being made to Eligible
Shareholders for up to:
(a) US$14.6 million in value of the Company's Ordinary Shares,
to be acquired at a single price in a range between 10 cents and
22.5 cents per Ordinary Share; and
(b) US$24.4 million in value of the Company's C Shares, to be
acquired at a single price in a range between 17 cents and 35 cents
per C Share.
Shareholders should note that the Board does not consider that
the aforementioned price ranges are representative of the value of
the underlying portfolios, and in determining the ranges has
balanced the current share prices, the prevailing net asset values
and the demand of certain shareholders for liquidity.
The Company anticipates receiving additional redemption proceeds
by 31 August 2019. Conditional upon those proceeds being received
by 31 August2019, the size of the Tender Offer may be increased by
up to an additional US$0.8m (to a maximum size of US$15.4 million)
in respect of the Ordinary Shares and up to an additional US$3.6m
(to a maximum size of US$28 million) in respect of the C
Shares.
Shareholder approval is also being sought to permit the Company
to return further redemption proceeds by way of share repurchase,
whether by tender offer, market repurchase or otherwise.
Such approvals are being sought at separate Class Meetings to be
held at 9:00 a.m. and 9:05 a.m. (Bermuda time) on 6 September 2019.
Notices convening the necessary Class Meetings are set out in Part
5 of the Circular.
The information in this announcement should be read in
conjunction with the full text of the Circular issued by CATCo
Reinsurance Opportunities Fund Limited, dated 13 August 2019.
Capitalised terms used in this announcement shall, unless the
context otherwise requires, bear the meaning given to them in the
Circular.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
For further information:
Markel CATCo Investment Management Ltd. Numis Securities Limited
Judith Wynne David Benda / Hugh Jonathan
General Counsel Telephone: +44 (0) 20 7260
Telephone: +1 441 493 9005
Email: judith.wynne@markelcatco.com
Mark Way
Chief of Investor Marketing
Telephone: +1 441 493 9001
Email: mark.way@markelcatco.com
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 distribution of this announcement in your jurisdiction 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 contains forward-looking statements which are
subject to assumptions, risks and uncertainties. Although the
Company and the Investment Manager believe that the expectations
reflected in these forward-looking statements are reasonable, there
can be no assurance that these expectations will prove to have been
correct. Because these statements involve risks and uncertainties,
actual results may differ materially from those expressed or
implied by those forward-looking statements. Each forward-looking
statement is correct only as of the date of the particular
statement. Neither the Company nor the Investment Manager
undertakes any obligation publicly to update or revise any
forward-looking statement as a result of new information, future
events or other information, although such forward-looking
statements will be publicly updated if required by the Prospectus
Rules, the Disclosure Guidance and Transparency Rules, the Market
Abuse Regulation, the rules of London Stock Exchange plc or by
law.
EXPECTED TIMETABLE
2019
Record Date for the Tender Offer Close of business on 15
August
Latest time and date for receipt of Forms 1.00 p.m. on 3 September
of Direction
or CREST Proxy Instructions for the Depositary
Interest
Holders for the Ordinary Share Class
Meeting
------------------------------
Latest time and date for receipt of Forms 1.05 p.m. on 3 September
of Direction
or CREST Proxy Instructions for the Depositary
Interest
Holders for the C Share Class Meeting
------------------------------
Latest time and date for receipt of Forms 1.00 p.m. on 4 September
of Proxy
for Ordinary Share Class Meeting
------------------------------
Latest time and date for receipt of Forms 1.05 p.m. on 4 September
of Proxy
for C Share Class Meeting
------------------------------
Closing Date: latest time and date for 1.00 p.m. on 4 September
receipt of Tender
Forms and TTE Instructions in CREST
------------------------------
Ordinary Share Class Meeting 1.00 p.m. on 6 September
------------------------------
C Share Class Meeting 1.05 p.m. on 6 September
------------------------------
Results of Ordinary Share Class Meeting, 6 September
C Share Class
Meeting and Tender Offer announced
------------------------------
Repurchase Date for successfully tendered 9 September
Ordinary
Shares and C Shares
------------------------------
Settlement Date: settlement through CREST Within 10 Business Days
of, and despatch of cheques for, the following announcement
Tender Offer consideration, as appropriate of the repurchase date
for successfully tendered
Ordinary Shares and C Shares
------------------------------
Despatch of balance share certificates Within 10 Business Days
in respect of, and crediting of CREST following announcement
accounts with, Ordinary Shares and C of the repurchase date
Shares not purchased for successfully tendered
Ordinary Shares and C Shares
------------------------------
Each of the times and dates in the above timetable is subject to
change and may be extended or brought forward without further
notice. The Company will notify investors of any such changes to
these times and dates by making an announcement via a Regulatory
Information Service. References to times are to London times unless
otherwise stated.
1. INTRODUCTION AND BACKGROUND
Following the approval of Shareholders to put the Ordinary Share
and C Share classes into "run-off" on 26 March 2019, the Company
served a redemption notice on the Master Fund to redeem all of the
Company's Master Fund Shares. As announced on 26 July 2019, the
Company now holds in aggregate US$40.2 million of redemption
proceeds and has determined to return substantially all of such
proceeds (less working capital reserves), being US$39 million in
aggregate, by way of Tender Offer.
The Tender Offer is being made to Eligible Shareholders for up
to:
(a) US$14.6 million in value of the Company's Ordinary Shares,
to be acquired at a single price (the "Ordinary Share Strike
Price") in a range between 10 cents and 22.5 cents per Ordinary
Share to be determined on the basis of tenders received as
explained further below; and
(b) US$24.4 million in value of the Company's C Shares, to be
acquired at a single price (the "C Share Strike Price") in a range
between 17 cents and 35 cents per C Share to be determined on the
basis of tenders received as explained further below.
The Company anticipates receiving additional redemption proceeds
by 31 August 2019. Conditional upon those proceeds being received
by 31 August 2019, the size of the Tender Offer may be increased by
up to US$0.8m in respect of the Ordinary Shares (to a maximum size
of US$15.4 million) and US$3.6 million in respect of the C Shares
(to a maximum size of US$28 million).
Shareholders should note that the Board does not consider that
the aforementioned price ranges are representative of the value of
the underlying portfolios, and in determining the ranges has
balanced the current share prices, the prevailing net asset values
and the demand of certain shareholders for liquidity.
In addition, to facilitate the tender offer and subsequent
distributions, the Company is seeking the approval of Ordinary and
C Shareholders to: (a) carry out the Tender Offer; and (b) to
return redemption proceeds by way of share repurchase, whether by
tender offer, market repurchase or otherwise (together, the
"Repurchase Proposals").
The purpose of this Circular is to provide further details of
the Tender Offer and the Repurchase Proposals and to convene the
Ordinary Share Class Meeting and the C Share Class Meeting at which
the relevant Shareholder approvals will be sought.
2. THE TER OFFER
Size of the Tender Offer and Strike Prices
Ordinary Shares
Eligible Shareholders may tender all or any part of their
holding of Ordinary Shares for acquisition by the Company at the
Ordinary Share Strike Price. The Ordinary Share Strike Price will
be determined on the basis of valid tenders made by Eligible
Shareholders starting at a minimum price per Ordinary Share of
US$0.10 and rising in increments of US$0.0025 to a maximum price
per Ordinary Share of US$0.225 (the "Ordinary Share Price
Range").
Ordinary Shareholders who wish to participate in the Tender
Offer must choose the prices within the Ordinary Share Price Range
at which they are willing to offer some or all of their Ordinary
Shares in the Tender Offer.
The Ordinary Share Strike Price at which Ordinary Shares are
purchased in the Tender Offer will be the lowest price in the
Ordinary Share Price Range that will allow the Company to acquire
US$14.6 million or US$15.4 million if the size of the Tender Offer
is increased to its maximum size as described above in value of
Ordinary Shares (or such lower amount if insufficient Ordinary
Shares are validly tendered to allow the Company to acquire such
full value of Ordinary Shares).
All Ordinary Shares acquired in the Tender Offer will be
acquired at the same Ordinary Share Strike Price for cash in US
Dollars. Only Ordinary Shares validly tendered at a price at or
below the Ordinary Share Strike Price will be acquired in the
Tender Offer. Ordinary Shares tendered at the Ordinary Share Strike
Price will be subject to scaling back, as described in section 3 of
Part 2 of this Circular. All Ordinary Shares acquired by the
Company pursuant to the Tender Offer will be cancelled.
Ordinary Shareholders may tender Ordinary Shares at differing
prices in the Ordinary Share Price Range should they wish to do so
but are not permitted to make tenders that in aggregate are in
respect of more Ordinary Shares than they own.
On the assumption that the Tender Offer is increased to its
maximum size the Ordinary Share Strike Price is set at the minimum
tender price per Ordinary Share, a total of 154 million Ordinary
Shares will be repurchased, equal to 39.3 per cent. of the
Company's issued Ordinary Shares as at the date of this document.
If the Ordinary Share Strike Price is set at the maximum tender
price per Ordinary Share, a total of 68,444,444 Ordinary Shares
will be repurchased if the Tender Offer is increased to its maximum
size, equal to 17.4 per cent, of the Company's issued share capital
as at the date of this document. The Company will acquire a maximum
number of 154 million Ordinary Shares in the Tender Offer.
C Shares
Eligible Shareholders may tender all or any part of their
holding of C Shares for acquisition by the Company at the C Share
Strike Price. The C Share Strike Price will be determined on the
basis of valid tenders made by Eligible Shareholders starting at a
minimum price per C Share of US$0.17 and rising in increments of
US$0.005 to a maximum price per C Share of US$0.35 (the "C Share
Price Range").
C Shareholders who wish to participate in the Tender Offer must
choose the prices within the C Share Price Range at which they are
willing to offer some or all of their C Shares in the Tender
Offer.
The C Share Strike Price at which C Shares are purchased in the
Tender Offer will be the lowest price in the C Share Price Range
that will allow the Company to acquire US$24.4 million or US$28
million if the size of the Tender Offer is increased to its maximum
size as described above in value of C Shares (or such lower amount
if insufficient C Shares are validly tendered to allow the Company
to acquire such full value of C Shares).
All C Shares acquired in the Tender Offer will be acquired at
the same C Share Strike Price for cash in US Dollars. Only C Shares
validly tendered at a price at or below the C Share Strike Price
will be acquired in the Tender Offer. C Shares tendered at the C
Share Strike Price will be subject to scaling back, as described in
section 3 of Part 2 of this Circular. All C Shares acquired by the
Company pursuant to the Tender Offer will be cancelled.
C Shareholders may tender C Shares at differing prices in the C
Share Price Range should they wish to do so but are not permitted
to make tenders that in aggregate are in respect of more C Shares
than they own.
On the assumption that the Tender Offer is increased to its
maximum size, the C Share Strike Price is set at the minimum tender
price per C Share, a total of 164,705,882 C Shares will be
repurchased, equal to 30.2 per cent. of the Company's issued C
Shares as at the date of this document. If the C Share Strike Price
is set at the maximum tender price per C Share, a total of
80,000,000 C Shares will be repurchased if the Tender Offer is
increased to its maximum size equal to 14.7 per cent, of the
Company's issued share capital as at the date of this document. The
Company will acquire a maximum number of 164,705,882 C Shares in
the Tender Offer.
General Provisions
If you intend to tender Shares in the Tender Offer and want to
maximise the possibility that the Shares that you tender will be
purchased, you should specify that you are willing to tender your
Shares at the minimum tender price per Ordinary Share or C Share
(as the case may be). However, you should note that making a tender
at the minimum tender price may lower the applicable Strike Price
paid for all Ordinary Shares or C Shares (as the case may be)
acquired in the Tender Offer and could result in the applicable
Strike Price being equal to that minimum tender price per Ordinary
Shares or C Shares (as the case may be).
Your attention is also drawn to the terms and conditions of the
Tender Offer set out in Part 2 of this document which, together
with the Tender Forms, constitute the terms and conditions of the
Tender Offer. Part 2 also contains further information on how to
participate in the Tender Offer and how to tender Shares.
Availability and Terms of the Tender Offer
The Tender Offer is available to Eligible Shareholders on the
Register as at the Record Date, which is close of business on 15
August 2019. Shares which are tendered for acceptance under the
Tender Offer may not be withdrawn or sold, transferred, charged or
otherwise disposed of.
The Tender Offer is not available to Shareholders with a
registered address in or who are located in a Restricted
Jurisdiction ("Excluded Shareholders"). It is the responsibility of
all Non-UK Shareholders to satisfy themselves as to the observance
of any legal requirements in their jurisdiction, including, without
limitation, any relevant requirements in relation to the ability of
such holders to participate in the Tender Offer. The attention of
Non-UK Shareholders is drawn to paragraph 13 of Part 2 of this
Circular.
The Tender Offer is subject to certain conditions set out in
section 2 of Part 2 of this Circular. In addition, the Tender Offer
may be suspended or terminated in certain circumstances, as set out
in section 2 and 12 of Part 2 of this Circular.
3. TAXATION
Eligible Shareholders who sell Shares in the Tender Offer may,
depending on their individual circumstances, incur a liability to
taxation. The attention of Eligible Shareholders is drawn to Part 3
of this Circular which sets out a general guide to certain aspects
of current law and tax authority practice in respect of UK
taxation. Eligible Shareholders who are in any doubt as to their
tax position or who are subject to tax in a jurisdiction other than
the United Kingdom should consult an appropriate professional
adviser.
4. COSTS
The costs relating to the Tender Offer (whether or not it is
successfully implemented), which are expected to be approximately
GBP145,000 (exclusive of tax), will be borne by the Company and
will be borne by the Ordinary Shares and C Shares pro rata to their
respective net asset values.
5. SHAREHOLDER APPROVALS
The implementation of the Tender Offer, and subsequent share
repurchases by the Company, are subject to, and conditional
upon:
-- in relation to the Ordinary Shares, the approval of the Ordinary Shareholders; and
-- in relation to the C Shares, the approval of the C Shareholders,
in each case, by way of ordinary resolutions at the separate
Class Meetings. If not passed in respect of a class of Share, the
Tender Offer in respect of that class will not be implemented and
will lapse.
Notices convening the Ordinary Share Class Meeting and the C
Share Class Meeting to be held at 1.00 p.m. and 1.05 p.m.,
respectively, on 6 September 2019, each at the offices of Markel
CATCo Investment Management Ltd. at 8th Floor East, 141 Front
Street, Hamilton HM19, Bermuda, are set out in Part 5 of this
Circular.
6. SUBSEQUENT SHARE REPURCHASES
If the Resolutions are approved, the Company will be able (but
will not be obliged) to carry out future share repurchases in such
manner as the Directors may determine. This may include (but is not
limited to) tender offers, reverse tender offers and market
repurchases.
If the Resolutions are not approved in respect of a class of
Share, the Company will not return cash to Shareholders of that
class by way of share repurchase and any further return of
redemption proceeds will be in such manner and at such time as the
Directors see fit.
7. ACTION TO BE TAKEN
7.1 Form of Proxy
Shareholders (who do not hold their shares through Depository
Interests)
The following Forms of Proxy are enclosed:
(a) a Form of Proxy for use by Ordinary Shareholders (with the
exception of Depository Interest Holders who hold their interests
in respect of Ordinary Shares in CREST) in connection with the
Ordinary Share Class Meeting; and
(b) a Form of Proxy for use by C Shareholders (with the
exception of Depository Interest Holders who hold their interests
in respect of C Shares in CREST) in connection with the C Share
Class Meeting.
Whether or not Shareholders intend to be present at the relevant
Class Meeting, they are requested to complete and sign the relevant
accompanying Form of Proxy and return it, in accordance with the
instructions printed on it, by post or (during normal business
hours) by hand to Link Asset Services to arrive as soon as possible
and, in any event, by no later than 1.00 p.m. (London time) on 4
September 2019, in respect of Ordinary Shares, and 1.05 p.m.
(London time) on 4 September 2019, in respect of C Shares.
Depository Interest Holders
Any Depository Interest Holder wishing to instruct Link Market
Services Trustees Limited, the Company's depositary, to vote in
respect of the Depository Interest Holder's interest should use the
relevant enclosed Form of Direction for the applicable share class.
Whether or not Depository Interest Holders intend to be present at
the relevant Class Meeting, they are requested to complete and sign
the appropriate accompanying Form of Direction and return it, in
accordance with the instructions printed on it, by post or (during
normal business hours only) by hand to Link Asset Services to
arrive as soon as possible and, in any event, by no later than 1.00
p.m. (London time) on 3 September 2019, in the case of interests
held in respect of Ordinary Shares, and 1.05 p.m. (London time) on
3 September 2019, in the case of interests held in respect of C
Shares.
Depository Interest Holders who hold their interests in respect
of Shares in CREST may instruct the Depository by completing and
transmitting a CREST Proxy Instruction to Link so that it is
received by no later than 1.00 p.m. (London time) on 3 September
2019, in the case of interests held in respect of Ordinary Shares,
and 1.05 p.m. (London time) on 3 September 2019, in the case of
interests held in respect of C Shares.
The return of a completed Form of Proxy, Form of Direction or
CREST Proxy Instruction will not prevent a Shareholder or
Depository Interest Holder from attending a Class Meeting and
voting in person (in substitution for their proxy vote) if they
wish to do so and are so entitled.
7.2 Tender Forms
Shareholders who wish to maintain their current holding of
Shares in the Company should not complete or return a Tender Form
or submit a TTE Instruction in CREST.
Only those Eligible Shareholders who wish to tender Shares and
who hold their Shares in certificated form should complete and
return a Tender Form. Those Eligible Shareholders who
hold their Shares in uncertificated form do not need to complete
or return a Tender Form.
Eligible Shareholders who wish to participate in the Tender
Offer and hold their Shares in certificated form should complete a
Tender Form for each class of Shares they wish to tender in
accordance with the instructions set out therein and return the
completed Tender Forms to the Receiving Agent at Link Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, so as to be received by no later than 1.00
p.m. (London time) on the Closing Date.
Eligible Shareholders who wish to participate in the Tender
Offer and hold their Shares in certificated form should also return
their share certificate(s) and/or other document(s) of title in
respect of the Shares tendered with their Tender Form or Forms.
Eligible Shareholders who hold Depository Interests through
CREST who wish to tender Shares and hold their Shares in
uncertificated form should tender electronically through CREST by
means of a TTE instruction as set out in Part 2 of this Circular,
so that the TTE instruction settles no later than 1.00 p.m. (London
time) on the Closing Date.
8. RECOMMENDATION
The Board considers that the proposed Tender Offer and the
Repurchase Proposals are in the best interests of Shareholders as a
whole. Accordingly, the Board unanimously recommends Shareholders
to vote in favour of the Resolutions to be proposed at the Ordinary
Share Class Meeting and the C Share Class Meeting.
The Directors intend to vote in favour of the Resolutions on
which they are entitled to vote in respect of their own beneficial
holdings in the Company which, as at the date of this Circular,
total 690,901 Ordinary Shares (representing approximately 0.18 per
cent. of the Ordinary Shares currently in issue) and 250,000 C
Shares (representing approximately 0.04 per cent of the C Shares
currently in issue).
The Directors are making no recommendation to Shareholders as to
whether they should participate in the Tender Offer. Shareholders
who are in any doubt as to the action they should take should
consult an appropriate independent professional adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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