DUBLIN, Ireland, June 23, 2016 /PRNewswire/ -- XL Group plc ("XL"
or the "Company") (NYSE: XL) announced today that its ordinary
shareholders have approved a scheme of arrangement that will change
the place of incorporation of the ultimate parent holding company
to Bermuda from Ireland. XL
shareholders also approved the other proposals necessary for the
redomestication to proceed as set forth in the Company's definitive
proxy statement filed with the U.S. Securities and Exchange
Commission (the "SEC") on May 11,
2016.
The redomestication remains subject to receipt of necessary
regulatory approvals, satisfaction of other conditions and
sanctioning by the High Court of Ireland. A hearing before
the High Court of Ireland to
sanction the scheme of arrangement is currently scheduled for
July 20, 2016. XL expects to
complete the redomestication in the third quarter of this year.
XL's Chief Executive Officer, Michael S.
McGavick, said: "We are pleased that our shareholders are
supportive of our plan to set up our corporate home in Bermuda. Given, in particular, our
long-standing and substantial operations in Bermuda that have been bolstered by the Catlin
Group Limited acquisition, and Bermuda's position within the international
(re)insurance market, including Bermuda's recent achievement of Solvency II
equivalency, we believe a change in the country of domicile of our
parent company to Bermuda will be
advantageous to the Company and its shareholders."
XL does not expect the redomestication to have any material
impact on its financial results, including the Company's global
effective tax rate.
To effect the redomestication, a new Bermuda exempted company, XL Group Ltd, will
replace XL Group plc as the ultimate holding company of the XL
group of companies, and the Company's ordinary shareholders will
receive one common share of the new Bermuda company in exchange for each ordinary
share of the Company held by them.
XL Group Ltd will be registered with the SEC under the
Securities Exchange Act of 1934, as amended, and be subject to SEC
reporting requirements applicable to domestic registrants.
Further, XL Group Ltd will be subject to the applicable corporate
governance rules of the New York Stock Exchange ("NYSE"), and will
report its financial results in U.S. dollars and under U.S.
generally accepted accounting principles. XL Group Ltd's
shares will trade on the NYSE under the ticker symbol "XL" and it
is expected to be included in the S&P 500 Index.
About XL Group plc
XL Group plc (NYSE:XL), through its subsidiaries and under the
XL Catlin brand, is a global insurance and reinsurance company
providing property, casualty and specialty products to industrial,
commercial and professional firms, insurance companies and other
enterprises throughout the world. Clients look to XL Catlin
for answers to their most complex risks and to help move their
world forward. To learn more, visit www.xlgroup.com.
Notice on Forward-Looking Statements:
This press release may contain, and certain oral statements
made by our representatives from time to time may contain,
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Statements that are not historical
facts, including statements about XL's beliefs, plans or
expectations, are forward-looking statements. Such statements
include forward-looking statements both with respect to us in
general, and to the insurance and reinsurance sectors (both as to
underwriting and investment matters). These statements are based on
current plans, estimates and expectations, all of which involve
risk and uncertainty. Actual results may differ materially from
those included in such forward-looking statements and therefore you
should not place undue reliance on them. The factors that could
cause actual results to differ materially from current expectations
include, but are not limited to, our ability to obtain approval of
the High Court of Ireland for the
redomestication, to obtain the necessary regulatory approvals, to
obtain a determination that we remain in the S&P 500 Index, and
to satisfy the other conditions to the redomestication within the
expected time frame or at all, our ability to realize the expected
benefits from the redomestication, the occurrence of difficulties
in connection with the redomestication, any unanticipated costs in
connection with the redomestication and changes in tax laws, tax
treaties or tax regulations or the interpretation or enforcement
thereof by the tax authorities in Bermuda, the United
States and other jurisdictions following the
redomestication, as well as our management's response to these
factors. The foregoing factors are in addition to the other factors
set forth in XL's reports on Form 10-K and Form 10-Q and other
documents on file with the SEC. XL undertakes no obligation to
update publicly or revise any forward looking statement, whether as
a result of new information, future developments or
otherwise.
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SOURCE XL Group plc