TIDMCAT
RNS Number : 6887A
CATCo Reinsurance Opps Fund Ltd
04 February 2022
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 Improvements to Buy-Out Transaction and
Settlement of Challenges brought against the Proposed Schemes of
Markel CATCo Reinsurance Fund Ltd. and CATCo Reinsurance
Opportunities Fund Ltd.
London, 4 February, 2022 - Markel CATCo Investment Management
Ltd. (provisional liquidators appointed) today announced an
improvement to the proposed terms of the previously announced
Buy-Out Transaction.
As previously announced, Markel CATCo Reinsurance Fund Ltd.
(provisional liquidators appointed) (the Private Fund) and CATCo
Reinsurance Opportunities Fund Ltd. (provisional liquidators
appointed) (the Public Fund) have proposed Schemes of Arrangement
before the Supreme Court of Bermuda to implement a Buy-Out
Transaction facilitated by Markel Corporation. Applications to the
court to convene meetings of investors in respect of the schemes
were opposed by certain investors holding less than 5% of the Net
Asset Value of the Private Fund at a hearing in December 2021, and
the Court has not yet ruled on the matter.
In the meantime, Markel Corporation and MCIM have engaged in
further negotiations with the opposing investors and have reached a
settlement that will improve the terms of the currently proposed
Buy-Out Transaction, and result in the opposing investors
withdrawing their objections to the schemes and withdrawing
litigation that they commenced in courts in the United States. In
connection with the settlement the Additional Consideration payable
to all Private Fund and Public Fund investors under the Buy-Out
Transaction will be increased, and Markel Corporation will pay the
full amount of the transaction costs in respect of the Buy-Out
Transaction. The settlement will not reduce recoveries that would
otherwise be available to investors in the Private Fund or the
Public Fund pursuant to the Buy-Out Transaction as previously
announced.
Under the improved terms, Public Fund Investors holding:
-- Ordinary Shares will receive an estimated accelerated return
of approximately $0.331 per Ordinary Share (plus the applicable
consent fee for investors that have entered into Support
Undertakings in relation to the Buy-Out Transaction), an increase
of 1.63% compared to the accelerated return under the previously
announced transaction terms (in each case based on NAV as of 30
November 2021).
-- C Shares will receive an estimated accelerated return of
approximately $0.579 per C Share (plus the applicable consent fee
for investors that have entered into Support Undertakings in
relation to the Buy-Out Transaction), an increase of 1.24% compared
to the accelerated return under the previously announced
transaction terms (in each case based on NAV as of 30 November
2021).
The Private Fund is today contacting investors that have entered
into Support Undertakings to request consent to amend the Support
Undertakings so as to approve the proposed amendments, facilitate
the settlement with the opposing investors, and extend the expiry
of the Support Undertakings to 31 March 2022. A term sheet with the
details of the proposed amendments will be posted to the
transaction website at https://catcobuyout.alixpartners.com . A
further announcement will be made upon the requisite majority of
supporting investors providing consent and the amendments becoming
effective.
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: Mark Way, Chief of Investor Marketing, Markel
CATCo Investment Management Ltd.
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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