Current Report Filing (8-k)
October 28 2019 - 3:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2019
BLUE CAPITAL REINSURANCE HOLDINGS LTD.
(Exact Name of Registrant as Specified in Its Charter)
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Bermuda
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001-36169
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98-1120002
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Waterloo House
100 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (441) 278-0400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Shares, par value $1.00 per share
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BCRH and BCRH.BH.
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New York Stock Exchange and Bermuda Stock Exchange
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Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item 8.01 of this Current Report on Form 8-K to the extent required by
Item 3.03 is incorporated by reference in this Item 3.03.
As previously disclosed on July 25, 2019, the Board of Directors (the Board) of Blue Capital Reinsurance Holdings Ltd. (the
Company) decided to cease the Companys active operations and pursue an orderly run-off of the Companys liabilities and in-force portfolio and
return capital to shareholders as the Company winds up its operations. In light of the Boards decision, on October 25, 2019, the Bermuda Monetary Authority (BMA) amended the license of the Companys wholly-owned
subsidiary, Blue Capital Re Ltd. (Blue Capital Re) to include the following restrictions:
1) Blue Capital Re shall not,
without obtaining the prior written approval of the Bermuda Monetary Authority, effect any contracts of insurance or reinsurance.
2) Blue Capital Re shall not, without obtaining prior written approval of the BMA, declare and/or pay any dividends and/or make any
capital contributions to Blue Capital Res parent, shareholders or affiliates.
The Company is dependent upon dividends and
distributions from its subsidiaries, including Blue Capital Re. Blue Capital Re intends to seek the BMAs advance approval of each planned distribution to the Companys shareholders. To the extent Blue Capital Re is unable to obtain the
BMAs approval, such shareholders distributions may be prevented or delayed until such time as Blue Capital Re receives the BMAs approval.
The Company is amending as follows the additional risk factor entitled Regulatory restrictions on distributions and the return of
capital may impact our ability to fund future distributions to shareholders listed in its Current Report on Form 8-K filed on July 25, 2019 to update the risk factor previously
disclosed in such Current Report on Form 8-K.
Regulatory restrictions on distributions and the return of
capital may impact our ability to fund future distributions to shareholders.
In order to distribute capital to our shareholders
when it becomes available after the settlement of existing liabilities and expenses, the Company will be reliant on the ability of its subsidiary, Blue Capital Re Ltd., to dividend adequate funds to the Company. Under Bermuda law, after
October 25, 2019, Blue Capital Re Ltd. may not pay any dividend to the Company without prior approval from the Bermuda Monetary Authority. We cannot offer any assurance that we will receive such approval from the BMA. Absent receipt of
dividends from Blue Capital Re Ltd., the Companys ability to make distributions to the Companys shareholders may be prevented or delayed.
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BLUE CAPITAL REINSURANCE HOLDINGS LTD.
(Registrant)
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October 28, 2019
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By:
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/s/ John V. Del Col
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Date
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Name: Title:
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John V. Del Col
Secretary
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