TIDMCAT
RNS Number : 9422C
CATCo Reinsurance Opps Fund Ltd
28 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.
Markel CATCo
Voting Deadline on 1 March 2022 for 2% Early Consent Fee
Notice of Sanction Hearing on 11 March 2022
London, 28 February 2022 - As previously announced, on 18
February 2022, Markel CATCo Reinsurance Fund Ltd. (provisional
liquidators appointed for restructuring purposes) (the Private
Fund) and CATCo Reinsurance Opportunities Fund Ltd. (provisional
liquidators appointed for restructuring purposes) (together with
the Private Fund, the Funds), published Notices of Scheme Meetings
to be held on 4 March 2022 in respect of the Schemes of Arrangement
(Schemes) to implement the previously announced Buy-Out
Transaction.
Voting Deadline in order to receive Early Consent Fee
Investors are reminded that the deadline for Scheme Creditors to
submit voting instructions in respect of the Scheme Meetings is 2
p.m. (Bermuda) on 1 March 2022. Investors that have given Investor
Undertakings to support the Buy-Out Transaction are reminded that
they are required to vote to approve the Schemes in order to
receive the Early Consent Fee.
All investors are encouraged to review the Notices of Meetings
and Explanatory Statement, which are available on the Buy-Out
Transaction website (https://catcobuyout.alixpartners.com), and to
submit voting instructions in respect of the Schemes.
Any questions relating to the voting and/or attendance at the
Scheme Meetings should be sent via email to:
catcobuyout@alixpartners.com.
Notice of Sanction Hearing
As set out in the Explanatory Statement, following the Scheme
Meetings the Funds will apply to the Bermuda Court to sanction the
Schemes. Notice is hereby given that the Bermuda Court has
scheduled the hearing to consider the Funds' application to
sanction the Schemes (the Sanction Hearing) on 11 March 2022 at
12.30 PM (Bermuda). It is expected that the hearing will be held as
a remote hearing by videoconference.
Any Scheme Creditor is entitled to attend the Sanction Hearing,
or to instruct counsel to attend the Sanction Hearing and to make
representations to the Court on his or her behalf. Scheme Creditors
who wish to do so should confirm their intention by email
catcobuyout@alixpartners.com specifying their name and email
address and, if applicable, the name and email address of their
counsel. A videoconferencing link will be provided to such
parties.
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 available on the Scheme
website. The scheme documents 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 the scheme 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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