TIDMCAT
RNS Number : 6070Y
CATCo Reinsurance Opps Fund Ltd
27 January 2014
CATCo Reinsurance Opportunities Fund Limited
Results of Special General Meeting
To: SFM, London Stock Exchange Date: 27 January 2014
and Bermuda Stock Exchange
Special General Meeting
The Board of CATCo Reinsurance Opportunities Fund Limited (the
"Company") is pleased to announce that at the General Meeting of
the Company held at 10.00am (Bermuda time) today, both Resolutions
set out in the circular to shareholders dated 3 January 2014 (the
"Circular") to approve the proposed Return of Value and Share
Capital Consolidation were duly passed. The Share Capital
Consolidation remains conditional on Admission of the New Ordinary
Shares to trading on the Specialist Fund Market and the BSX which
is expected to take place on 28 January 2014.
Reinvestment Alternative
Elections have been received in respect of 52,164,421 B Shares
(representing approximately US$10.4 million) to be converted into
Reinvestment Ordinary Shares on 28 January 2014 under the
Reinvestment Alternative. The Reinvestment Alternative is limited
to an aggregate maximum of US$25 million being reinvested.
Accordingly, all such elections will be satisfied in full.
The Board's objective of returning value to shareholders, as set
out in the Circular, has been achieved, as demonstrated by the
Shareholder elections received, which were in aggregate 85.9% for
the Income Alternative and Capital Alternative, representing
approximately US$63.6 million, and 14.1% for the Reinvestment
Alternative, representing approximately US$10.4 million.
On conversion, Shareholders will receive (in respect of their
converting B Shares) their pro rata share of such number of
Reinvestment Ordinary Shares as is equal to US$0.20 (being the
amount of the Return of Value per B Share) divided by US$1.075
(being the Reference Share Price) and then multiplied by the
aggregate number of B Shares being converted, rounded down to the
nearest whole Reinvestment Ordinary Share, with fractional
entitlements being treated as described in the Circular.
It is therefore expected that a total of 9,705,008 Reinvestment
Ordinary Shares will be issued and admitted to trading on 29
January 2014.
Share Capital Consolidation
Immediately following the issue of B Shares all of the Existing
Ordinary Shares will be sub-divided and consolidated into a smaller
number of New Ordinary Shares, with the objective of ensuring that
the New Ordinary Shares have the same (as is reasonably
practicable) Net Asset Value per New Ordinary Share as the Net
Asset Value per Existing Ordinary Share on 31 December 2013 as
adjusted downwards to reflect the declaration of the Company's
annual dividend.
The conversion ratio has been determined to be 81 New Ordinary
Shares in exchange for every 100 Existing Ordinary Shares held and
has been calculated with reference to dividing the Net Asset Value
of an Existing Ordinary Share immediately following the issue of
the B Shares, which will equal the 31 December Net Asset Value
adjusted downwards to reflect the annual dividend and the Return of
Value, by the Net Asset Value of an Existing Ordinary Share as at
31 December 2013, adjusted downwards to reflect the Company's
annual dividend.
It is expected that following the Share Capital Consolidation a
total of 299,577,962 New Ordinary Shares will be issued and
admitted to trading on 28 January 2014. The ISIN for New Ordinary
Shares following the Share Capital Consolidation will be
BMG1961Q1261.
Therefore, following both the Share Capital Consolidation and
the Reinvestment Alternative conversion, the Company's issued
ordinary share capital will consist of 309,282,970 New Ordinary
Shares. Accordingly, the total number of voting rights in the
Company is 309,282,970. This figure relating to the total number of
voting rights in the Company may be used by shareholders in the
Company as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure
and Transparency Rules.
Expected timetable
Event Time and/or date, 2014
------------------------------------------ -------------------------------
Latest time and date for dealings 5.00 p.m. on 27 January
in Existing Ordinary Shares. Existing
Ordinary Share register closed
and Depositary Interests in respect
of Existing Ordinary Shares disabled
in CREST
------------------------------------------ -------------------------------
Record Time for the Share Capital 5.00 p.m. on 27 January
Consolidation and entitlement
to B Shares
------------------------------------------ -------------------------------
B Shares issued As soon as practicable
after 8.00 a.m. on 28 January
------------------------------------------ -------------------------------
Share Capital Consolidation Immediately after the B
Shares are issued on 28
January
------------------------------------------ -------------------------------
New Ordinary Shares admitted to 28 January
trading on the Specialist Fund
Market and the BSX. Dealings commence
in New Ordinary Shares
------------------------------------------ -------------------------------
CREST accounts for Depositary As soon as practicable
Interests in respect of New Ordinary after 8.00 a.m. on 28 January
Shares credited
------------------------------------------ -------------------------------
B Share Dividend becomes payable 28 January
on B Shares issued pursuant to
the Income Alternative; outstanding
B Shares or which B Share Dividend
has been paid automatically reclassified
as Deferred Shares
------------------------------------------ -------------------------------
Redemption of B Shares 28 January
------------------------------------------ -------------------------------
Conversion of B Shares into Reinvestment Following the payment of
Ordinary Shares the B Share Dividend, the
conversion of B Shares
into Deferred Shares and
the redemption and subsequent
cancellation of B Shares
on 28 January
------------------------------------------ -------------------------------
Reinvestment Ordinary Shares admitted 29 January
to trading on the Specialist Fund
Market and the BSX
------------------------------------------ -------------------------------
CREST Accounts credited for Depositary As soon as practicable
Interests in respect of Reinvestment after 8.00 a.m. on 29 January
Ordinary Shares issued
------------------------------------------ -------------------------------
Despatch of share certificates 7 February
in respect of the New Ordinary
Shares and Reinvestment Ordinary
Shares
------------------------------------------ -------------------------------
Despatch of cheques, or if Depositary 7 February
Interests held in CREST, CREST
accounts credited in respect of
proceeds under the Capital Alternative
------------------------------------------ -------------------------------
Despatch of cheques, or if Depositary 7 February
Interests held in CREST, CREST
accounts credited in respect of
proceeds under the Income Alternative
------------------------------------------ -------------------------------
Notes:
(1) All references to times are references to London times, unless stated otherwise.
(2) The dates and times given are indicative only and are based
on the Company's current expectations and may be subject to change.
If any of the times and/or dates above change, the revised times
and/or dates will be notified to the Shareholders by announcement
through the Regulatory Information Service.
Unless otherwise defined, capitalised words and phrases in this
announcement shall have the meaning given to them in the
Circular.
For further information, please contact:
Jason Bibb
CATCo Investment Management Ltd
Telephone: +1 (441) 531 2227
Email: jason.bibb@catcoim.com
David Benda / Hugh Jonathan
Numis Securities Limited
Telephone: +44 (0) 20 7260 1000
John Whiley
Prime Management Ltd
Tel: +1 (441) 295 0329
None of the B Shares, Depositary Interests. New Ordinary Shares,
Reinvestment Ordinary Shares or Deferred Shares have been or will
be registered under the US Securities Act or the state securities
laws of the United States and none of them may be offered or sold
in the United States unless pursuant to a transaction that has been
registered under the US Securities Act and the relevant state
securities laws or that is not subject to the registration
requirements of the US Securities Act or such laws, either due to
an exemption therefrom or otherwise.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributes should inform themselves about
and observe such restrictions.
This announcement does not constitute, or form part of, an offer
to sell or the solicitation of an offer to subscribe for any
securities, nor the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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