PXRE Announces Intention to File Shelf Registration Statement
04 Agosto 2004 - 8:09PM
PR Newswire (US)
PXRE Announces Intention to File Shelf Registration Statement
HAMILTON, Bermuda, Aug. 4 /PRNewswire-FirstCall/ -- PXRE Group Ltd.
today announced that it intends to file a shelf registration
statement with the Securities and Exchange Commission to register
the offer and sale by certain shareholders of the Company of 17,915
currently outstanding convertible voting preferred shares of the
Company, as well as the 12.98 million of the Company's common
shares issuable upon conversion of the Company's convertible voting
preferred shares. The holders of the preferred shares do not intend
to offer them for sale to the public and have agreed with the
Company not to do so. The registration of the convertible preferred
shares and the underlying common shares does not obligate the
holders of those shares to offer or sell any of such shares. As of
this time, the Company has not received any notice from any
preferred shareholder of its intent to convert the preferred shares
and sell the underlying common shares. If, at any time, the
preferred shares are converted into the Company's common shares and
such common shares are offered and sold by the holders thereof
under the registration statement, the Company will not receive any
of the proceeds from the sale of the common shares by the selling
shareholders. A registration statement relating to these securities
will be filed shortly with the Securities and Exchange Commission
but has not yet become effective. These securities may not be sold,
nor may offers to buy be accepted, prior to the time a registration
statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
any of the convertible voting preferred shares or the common shares
issuable upon conversion thereof, nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state. PXRE -- with operations in
Bermuda, Barbados, the United States and Europe -- provides
reinsurance products and services to a worldwide marketplace. The
Company's primary focus is providing property catastrophe and
retrocessional coverage. The Company also provides marine, aviation
and aerospace products and services. The Company's shares trade on
the New York Stock Exchange under the symbol "PXT." Statements in
this release that are not strictly historical are forward- looking
and are based upon current expectations and assumptions of
management. Statements included herein, as well as statements made
by or on behalf of PXRE in its communications and discussions with
investors and analysts in the normal course of business through
meetings, phone calls and conference calls, which are not
historical in nature are intended to be, and are hereby identified
as, "forward-looking statements" for purposes of the safe harbor
provided by Section 21E of the Securities Exchange Act of 1934 as
amended. These forward-looking statements, identified by words such
as "intend," "believe," "anticipate," "expects," or variations of
such words or similar expressions, are based upon current
expectations and are subject to risks and uncertainties. PXRE
cautions investors and analysts that actual results or events could
differ materially from those set forth or implied by the forward-
looking statements and related assumptions, depending on the
outcome of certain important factors including, but not limited to,
the following: (i) significant catastrophe losses or losses under
other coverages, the timing and amount of which are difficult to
predict; (ii) changes in the level of competition in the
reinsurance or primary insurance markets that impact the volume or
profitability of business (these changes include, but are not
limited to, the intensification of price competition, the entry of
new competitors, existing competitors exiting the market and
competitors' development of new products); (iii) the lowering or
loss of one or more of our subsidiaries' financial strength or
claims paying ratings; (iv) changes in the demand for reinsurance,
including changes in the amount of risk that PXRE's clients elect
to maintain for their own account; (v) adverse development on loss
reserves related to business written in current and prior years;
(vi) lower than estimated retrocessional recoveries on paid and
unpaid losses, including the effects of losses due to a decline in
the creditworthiness of PXRE's retrocessionaires; (vii) increases
in interest rates, which cause a reduction in the market value of
PXRE's interest rate sensitive investments, including its fixed
income investment portfolio and potential underperformance in
PXRE's finite coverages; (viii) decreases in interest rates causing
a reduction of income earned on net cash flow from operations and
the reinvestment of the proceeds from sales, calls or maturities of
existing investments and shortfalls in cash flows necessary to pay
fixed rate amounts due to finite contract counterparties; (ix)
market fluctuations with respect to PXRE's portfolio of hedge funds
and other privately held securities: liquidity risk, credit risk
and market risk; (x) foreign currency fluctuations resulting in
exchange gains or losses; (xi) a contention by the United States
Internal Revenue Service that PXRE or PXRE's offshore subsidiaries
are subject to U.S. taxation; and (xii) changes in tax laws, tax
treaties, tax rules and interpretations. In addition to the factors
outlined above that are directly related to PXRE's business, PXRE
is also subject to general business risks, including, but not
limited to, adverse state, federal or foreign legislation and
regulation, adverse publicity or news coverage, changes in general
economic factors, the loss of key employees and other factors set
forth in PXRE's SEC filings. The factors listed above should not be
construed as exhaustive. Therefore, actual results or outcomes may
differ materially from what is expressed or forecasted in such
forward- looking statements. PXRE undertakes no obligation to
update any forward-looking statements, whether as a result of new
information, future events (including catastrophe events), or
otherwise. DATASOURCE: PXRE Group Ltd. CONTACT: John Modin, Chief
Financial Officer of PXRE Group Ltd., +1-441-296-5858, ; or
Investors: Michael Cimimi, KCSA Worldwide, +1-212-896-1233, , for
PXRE Group Ltd.
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