TIDMCAT
RNS Number : 3092G
CATCo Reinsurance Opps Fund Ltd
29 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.
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 (AMENDMENT) (EU EXIT) REGULATIONS 2019
(SI 2019/310).
CATCo Reinsurance Opportunities Fund Ltd. (provisional
liquidators appointed for restructuring purposes) (the Public
Fund)
Completion of Buy-Out Transaction
Payment of Early Consent Fee
Partial Compulsory Redemption of Shares
London, 29 March 2022 - Further to previous announcements
regarding the Buy-Out Transaction, Markel CATCo Reinsurance Fund
Ltd. (provisional liquidators appointed for restructuring purposes)
(the Private Fund), the Public Fund (together with the Private
Fund, the Funds), and Markel CATCo Investment Management Ltd
(provisional liquidators appointed for restructuring purposes)
(MCIM) are pleased to provide the following update in relation to
the completion of the Buy-Out Transaction.
Closing Date of the Schemes of Arrangement
Following the completion of the applicable conditions precedent,
the Closing Date of the Schemes of Arrangement (the Schemes) to
implement the Buy-Out Transaction occurred on 28 March 2022.
On the Closing Date, the Deed of Release became effective and
binding on all Scheme Creditors. The Private Fund has initiated
distributions to investors in accordance with the Schemes of
Arrangement.
Early Consent Fee
The Public Fund expects that the Early Consent Fee payable to
holders of Public Fund Shares will be paid on or about 30 March
2022. The Early Consent Fee will be payable through CREST to the
accounts of holders of shares that issued a valid Transfer to
Escrow Instruction, irrespective of whether such accounts continue
to hold Public Fund Shares.
The Early Consent Fee to be paid per Share is:
-- Early Consent Fee per Ordinary Share: $0.00676446
-- Early Consent Fee per C Share: $0.01347267
Public Fund Scheme Distributions - Compulsory Redemption
Following the Closing Date, the Public Fund will proceed with
the Public Fund Scheme Distributions as described in the
Explanatory Statement dated 18 February 2022. The Public Fund
Scheme Distributions will be made by way of compulsory partial
redemption of up to 147,812,135 Ordinary Shares and 82,398,162 C
Shares and on 6 April 2022 (the Public Fund Distribution Record
Date, as defined in the Public Fund Scheme). 99% of the total
issued share capital of the Public Fund (consisting of 99% of the C
Shares and 99% of the Ordinary Shares) will be redeemed.
The redemption will be effected pro rata to holdings of Ordinary
Shares and C Shares respectively on the register at the close of
business on the Public Fund Distribution Record Date (6 April
2022). As at today's date, the Public Fund has 149,305,187 Ordinary
Shares and 83,230,467 C Shares in issue.
The Public Fund Distribution will comprise:
-- A total return of approximately USD 51,727,869 to holders of Ordinary Shares; and
-- A total return of approximately USD 53,856,768 to holders of C Shares.
On account of the redemption of 99% of their holdings,
shareholders will receive an amount equivalent to approximately USD
0.3465 per Ordinary Share held and USD 0.6471 per C Share held,
calculated on the basis of 100% of their outstanding Shares. For
example, a holder of 100 Ordinary Shares will receive payment of
approximately USD 34.65 in consideration for the redemption of 99
Ordinary Shares and will be left with one Ordinary Share.
Fractions of Ordinary Shares and C Shares will not be redeemed
and so the number of Ordinary Shares and C Shares to be redeemed
for each shareholder will be rounded down to the nearest whole
number (with a minimum of 1 share) of Ordinary Shares and C Shares,
as appropriate.
All Ordinary Shares and C Shares that are redeemed will be
cancelled with effect from the Public Fund Distribution Record
Date. Accordingly, once redeemed, Ordinary Shares and C Shares will
be incapable of transfer.
The Ordinary Shares and C Shares will be disabled in CREST after
close of business on the Public Fund Distribution Record Date, and
the existing ISIN numbers BMG1961Q2905 for the Ordinary Shares and
BMG1961Q3085 for the C Shares (the Old ISINs) will expire.
The new ISIN numbers, which are BMG1961Q4075 in respect of the
Ordinary Shares and BMG1961Q5064 in respect of the remaining C
Shares which have not been redeemed (the New ISINs) will be enabled
and available for transaction from and including 7 April 2022.
Up to and including the Public Fund Distribution Record Date,
Ordinary Shares and C Shares will continue to be traded under the
Old ISINs and as such, a purchaser of such Ordinary Shares or C
Shares, as the case may be, would have a market claim for a
proportion of the redemption proceeds. CREST will automatically
transform any open transaction as at the Public Fund Distribution
Record Date into the New ISINs.
Shareholders should note that the Board retains absolute
discretion as to the execution, extent and timing of any further
returns of capital.
Expected table for redemption:
Announcement of redemption notice 29 March 2022
Public Fund Distribution Record Date 6 April 2022
--------------
Redemption date and expiry of old 6 April 2022
ISINs
--------------
Ex date and new ISINs enabled 7 April 2022
--------------
Public Fund Scheme Distribution paid 11 April 2022
to uncertificated holdings
--------------
Public Fund Scheme Distribution paid 11 April 2022
to certificated holdings
--------------
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Explanatory Statement. The
Explanatory Statement and other details of the Schemes are
available on the Scheme Website at
https://catcobuyout.alixpartners.com .
The person responsible for arranging release of this
announcement is: Judith Wynne, General Counsel, MCIM.
For Further Information:
Markel CATCo Investment Management Ltd
Judith Wynne
General Counsel
Telephone: +1 441 493 9005
Email: judith.wynne@markelcatco.com
Numis Securities Limited
Hugh Jonathan
Telephone +44 (0) 20 7260 1000
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