TIDMCAT
RNS Number : 1587S
CATCo Reinsurance Opps Fund Ltd
12 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION UNDER THE RETAINED
UK LAW VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019
(SI 2019/310).
Markel CATCo Announces Results of Extended Early Consent
Deadline and Update Regarding Proposed Schemes of Markel
CATCo
Reinsurance Fund Ltd. and CATCo Reinsurance Opportunities Fund
Ltd.
London, 12 November, 2021 - Further to the announcement made by
Markel CATCo Investment Management Ltd. (MCIM) on 26 October 2021
that the terms of the Buy-Out Transaction announced on 27 September
2021 were being significantly improved and the Early Consent
Deadline was being extended to 9 November 2021 at 11.59 p.m. ADT,
MCIM today announces that the Extended Early Consent Deadline has
expired with the Buy-Out Transaction continuing to receive
overwhelming investor support. As it stands today, investors
representing 92% of Markel CATCo Reinsurance Fund Ltd. (provisional
liquidators appointed) (the Private Fund) and investors
representing 96.5% of CATCo Reinsurance Opportunities Fund Ltd.
(provisional liquidators appointed) (the Public Fund, together with
the Private Fund, the Funds) have returned support undertakings for
the Buy-Out Transaction.
On 28 October 2021, the Funds commenced schemes of arrangement
in Bermuda (Schemes) to implement the Buy-Out Transaction by
issuing a Practice Direction Letter to Scheme Creditors. A hearing
was scheduled for 10 November 2021 at 2.30 PM (AST) for the Supreme
Court of Bermuda (the Court) to determine whether to convene
meetings of Scheme Creditors to vote on the Schemes (the Scheme
Convening Hearing). On 10 November 2021, the Court entered an order
agreed with the Funds that adjourned the Scheme Convening Hearing
to 7 December 2021 at 9.30 AM (AST). The hearing will be a remote
hearing held by Zoom videoconference (or such other remote
communication programme as the Court decides) .
A small group of Scheme Creditors at the Private Fund intend to
bring challenges at the Scheme Convening Hearing. MCIM and the
Funds believe that there are robust arguments against these
challenges and intend to vigorously defend the Schemes.
As a result of the adjournment of the Scheme Convening Hearing,
the timeline for closing of the Buy-Out Transaction will
unavoidably be extended and it is expected that closing and related
distributions should occur during the first quarter of 2022.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Practice Direction Letter. The
Practice Direction Letter and other details of the Schemes are
available on the transaction website at
https://catcobuyout.alixpartners.com .
The person responsible for arranging release of this
announcement is: Judith Wynne, Assistant Secretary to the Public
Fund.
Disclaimers and important notices
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Buy-Out
Transaction or otherwise. The Schemes will be made solely pursuant
to the terms of the scheme documents to be sent to investors in the
Funds in due course. The scheme documents will contain the full
terms and conditions of the Schemes, including details of how to
vote in respect of them. Any decision in respect of, or other
response to, the Schemes should be made only on the basis of the
information in those documents. The information contained in this
announcement is for background purposes only and no reliance may or
should be placed by any person for any purpose whatsoever on the
information contained in this announcement or on its completeness,
accuracy or fairness. Recipients of this announcement should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement. This
announcement does not constitute a recommendation concerning any
investor's decision or options with respect to the Buy-Out
Transaction. The information in this announcement is subject to
change.
The distribution of this announcement and the terms of the
Buy-Out Transaction are subject to restrictions and may not be made
except pursuant to registration with or authorisation by the
relevant securities regulatory authorities or an exemption
therefrom. Therefore, persons who may come into possession of this
announcement are advised to consult with their own legal advisors
as to what restrictions may be applicable to them and to observe
such restrictions. This announcement may not be used for the
purpose of an offer or invitation in any circumstances in which
such offer or invitation is not authorised.
No action has been or will be taken in any jurisdiction by the
Funds that would or is intended to permit a public offering, or any
other offering under circumstances not permitted by applicable law,
of any securities.
Further to the above, the release, publication or distribution
of this announcement in other jurisdictions may be restricted by
law and therefore any persons who are subject to the laws of any
applicable jurisdiction (including any jurisdiction where local
laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the
Buy-Out Transaction is sent or made available to investors in that
jurisdiction (Restricted Jurisdictions)) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are
resident in such other jurisdictions or who are subject to the laws
of another jurisdiction to participate in the Buy-Out Transaction
may be affected by the laws of the relevant jurisdictions in which
they are located or to which they are subject. Any failure to
comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction.
Copies of this announcement and any formal documentation
relating to the Buy-Out Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Buy-Out Transaction (or the
related Schemes).
Certain of the statements in this announcement or (and any
related oral statements) may be considered forward-looking
statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Buy-Out Transaction, information accessed through
https://catcobuyout.alixpartners.com and other information
published by MCIM and the Funds contain statements which are, or
may be deemed to be, "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of MCIM and the Funds about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Buy-Out
Transaction, the expected timing and scope of the Buy-Out
Transaction and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"projects", "strategy", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although MCIM and
the Funds believe that the expectations reflected in such
forward-looking statements are reasonable, they can give no
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Buy-Out
Transaction; the ability to obtain requisite regulatory and other
required approvals and the satisfaction of other conditions on the
proposed terms and schedule; as future market conditions, changes
in general economic and business conditions, the behaviour of other
market participants, the anticipated benefits from the proposed
transaction not being realised as a result of changes in general
economic and market conditions in the countries in which the Funds
operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and
business areas in which the Funds operate and changes in laws or in
supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. Neither MCIM nor the Funds,
nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither MCIM nor the Funds is
under any obligation, and they expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
This announcement speaks only as of the date issued.
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END
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