TIDMCAT
RNS Number : 7770D
CATCo Reinsurance Opps Fund Ltd
07 March 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
Update on Scheme Meetings, Time of Sanction Hearing, and
Timeline to Completion
London, 7 March 2022 - Further to previous announcements
regarding the Buy-Out Transaction to be implemented pursuant to
schemes of arrangement (the Schemes) proposed by 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), Markel CATCo Investment Management Ltd (provisional
liquidators appointed for restructuring purposes) is providing an
update on the Schemes and the Buy-Out Transaction.
Scheme Meetings
At the Scheme Meetings to consider the Schemes held on 4 March
2022, investors in all classes voted overwhelmingly in favour of
the Buy-Ou t Transaction. At the conclusion of each meeting the
Chairman announced that the preliminary count of the votes at each
meeting indicated that the resolutions to approve the Schemes had
passed. The final results will be confirmed in the Chairman's
Report which will be published on the Scheme Website in due
course.
Escrow Arrangements
Following the completion of the Scheme Meetings, all Public Fund
shares are now being released from Escrow.
Investors should note that the 2% Early Consent Fee will upon
completion of the Buy-Out Transaction be paid to accounts that
submitted valid Transfer to Escrow instructions in connection with
entry into the Support Undertaking on or prior to 22 October 2021,
irrespective of whether that account holder continues to hold
shares in the Public Fund.
The 2% Early Consent Fee will not be paid to any person who
subsequently purchases shares released from escrow.
Sanction Hearing on 11 March 2022 at 12.00pm
The Bermuda Court has scheduled a hearing to consider the Funds'
application to sanction the Schemes (the Sanction Hearing) on 11
March 2022 at 12.00pm (Bermuda). This hearing will be held by
videoconference.
Investors that wish to attend the Sanction Hearing may obtain
videoconference details by contacting the Funds by email at
catcobuyout@alixpartners.com.
Expected Completion and Distribution Dates
Completion of the Buy-Out Transaction remains subject to the
grant of orders by the Bermuda Court sanctioning the Schemes, and
the U.S. Bankruptcy Court recognising and enforcing the
Schemes.
Subject to those orders being granted, the Funds are aiming for
the completion date of the Schemes to occur in late March 2022.
As described in the Explanatory Statement, distributions to
Public Fund Investors will occur as soon as possible after the
completion date of the Schemes. Distributions will be made to
holders of Public Fund Shares on the Public Fund Distribution
Record Date, which will occur after the completion date and which
will be announced by the Funds in due course.
Notices and other information regarding the Scheme Meetings and
the Buy-Out Transaction are available on the Scheme Website at
https://catcobuyout.alixpartners.com.
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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