Redemption:
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On and after June 11, 2026 (the “Par Call Date”), Preferred Shares will be redeemable at the Issuer’s option, in whole or in part, at a redemption price equal to $25,000 per Preferred Share (equivalent to $25 per Depositary Share), plus declared and unpaid dividends, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividends; provided that the Issuer has sufficient funds in order to meet the BMA’s enhanced capital requirement (“ECR”) or the Issuer replaces the capital represented by Preferred Shares with capital having equal or better capital treatment as Preferred Shares under the ECR.
At any time prior to the Par Call Date, the Issuer may redeem all but not less than all Preferred Shares at a redemption price of $26,000 per share (equivalent to $26 per Depositary Share), plus any declared and unpaid dividends, to, but excluding, the date of redemption (without accumulation of any undeclared dividends), if the Issuer (i) submits a proposal to its holders of common shares concerning an amalgamation, consolidation, merger, arrangement, reconstruction, reincorporation, de-registration or other similar transaction involving the Issuer that requires a vote of the holders of Preferred Shares, voting separately as a single class (alone or with one or more classes or series of preferred shares), or (ii) submits any proposal for any other matter that, as a result of any change in Bermuda law after June 2, 2021 (whether by enactment or official interpretation), requires a vote of the holders of Preferred Shares, voting separately as a single class (alone or with one or more classes or series of preferred shares).
At any time prior to the Par Call Date, the Issuer may redeem all or any portion of Preferred Shares, plus declared and unpaid dividends, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividends:
•within 90 days following the occurrence of a “capital redemption trigger date” (as defined in the Preliminary Prospectus Supplement) on which the Issuer reasonably determines that, as a result of certain specified events, a “capital disqualification event” (as defined in the Preliminary Prospectus Supplement) has occurred, at a redemption price of $25,000 per share (equivalent to $25 per Depositary Share);
•following a “tax event” (as defined in the Preliminary Prospectus Supplement) at a redemption price of $25,000 per Preferred Share (equivalent to $25 per Depositary Share); or
•within 90 days after a “rating agency event” (as defined in the Preliminary Prospectus Supplement) occurs, at a redemption price of $25,500 per Preferred Share (equivalent to $25.50 per Depositary Share).
The Issuer’s ability to redeem Preferred Shares prior to the Par Call Date in each case is subject to (1) having sufficient funds in order to meet the BMA’s ECR or replacing the capital represented by Preferred Shares with capital having equal or better capital treatment as Preferred Shares under the ECR and (2) the BMA’s (or its successor, if any) approval of such redemption. In addition, the Issuer may be limited by covenants contained in its credit facilities, by the provisions of other agreements the Issuer may enter into and by applicable regulations.
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