Blue Capital Reinsurance Holdings Ltd. (NYSE: BCRH, BSX: BCRH.BH);
(“Blue Capital” or the “Company”) today announced that, after
considering strategic alternatives, its Board of Directors has
decided to cease active operations and pursue an orderly run-off of
its liabilities and in-force portfolio and return capital to
shareholders as it winds up its operations. As and when
capital becomes available after settlement of existing liabilities
and expenses, and in accordance with all applicable regulatory
requirements, the Company expects to declare special distributions
to shareholders as it winds up its affairs and operations.
The Company currently expects, based upon management’s best
available estimates, that 20% of its existing shareholders’ equity
as of June 30, 2019 will have been distributed or will become
available for distribution in the remainder of 2019, 65% will
become available for distribution in 2020 and 15% will become
available subsequent to 2020. The Company expects the first
of these special distributions to be declared on or about August
30, 2019.
The Company will remain exposed to the
performance of its underlying in-force reinsurance treaties and the
future release of collateral held in trust under the terms of
underlying expired reinsurance treaties during the run-off of its
business. Accordingly, the amount to be received by
shareholders and the timing of those receipts will be dependent on
the performance of those underlying in-force treaties among other
factors, including applicable regulatory approvals for such
distribution. The timing and ultimate amount of special
distributions could ultimately be materially adversely impacted by
unforeseen events and the ultimate development and settlement of
existing losses and loss adjustment expenses.
Commenting on today’s announcement, Michael
McGuire, Chairman and Chief Executive Officer stated, “Recognizing
the valuation level of the Company’s common shares in the public
markets, the Board of Directors determined that an orderly runoff
of the Company’s liabilities and return of the Company’s capital
through special distributions is the best course of action to
maximize value for our shareholders.”
The Company intends to delist its common shares
from the New York Stock Exchange and the Bermuda Stock Exchange
prior to March 31, 2020. Following delisting, the Company
intends to file a Form 15 with the U.S. Securities and Exchange
Commission (“SEC”) to terminate the registration of its shares and
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). After the filing of
the Form 15, the Company will no longer be required to file Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K or other required reports under the Exchange
Act (assuming that the number of record shareholders of the Company
remain below certain thresholds in the future). The Exchange
Act deregistration will be effective 90 days after the filing of
the Form 15.
Following delisting and deregistration, the
Company believes that its common shares will continue to be quoted
on the OTC Pink, a centralized electronic quotation service
operated by the OTC Markets for over-the-counter securities.
However, the Company can give no assurance that trading in
its common shares will continue in the future on the OTC Pink, on
any securities exchange, or in any other quotation medium.
Further, as a non-listed company, the Company’s common shares
may be subject to transfer restrictions, including exchange control
requirements in Bermuda. Common shareholders may consult
their financial advisors, the Company (by using the below contact
information), or the Company’s transfer agent, Computershare Trust
Company, N.A. regarding any questions related to their holding
common shares in the Company following the delisting and
deregistration of the Company’s common shares with, and the
suspension of the Company’s reporting obligations to, the SEC.
About Blue Capital
Blue Capital Reinsurance Holdings Ltd., through
its operating subsidiaries, previously offered collateralized
reinsurance in the property catastrophe market, leveraging
underwriting expertise and infrastructure from established
resources. Underwriting decisions, operations and other
management services are provided to the Company by Blue
Capital Management Ltd., a subsidiary of Sompo International
Holdings Ltd. (a wholly owned subsidiary of Sompo
Holdings, Inc.), a recognized global specialty provider of property
and casualty insurance and reinsurance and a leading property
catastrophe and short tail reinsurer since 2001. Additional
information can be found in the Company’s public filings with
the SEC or at www.bcapre.bm.
Contacts Investor Relations Phone: +1 441 278
0988 Email: investorrelations@Sompo-Intl.com
Portland CommunicationsSteffan WilliamsPhone: +1
44 (0)20 7554 1800Email:
Steffan.williams@portland-communications.com
Safe Harbor for Forward-Looking
Statements
Some of the statements in this press release may
include, and the Company may make related oral forward-looking
statements which reflect our current views with respect to future
special distributions and financial performance. Such
statements may include forward-looking statements with respect to
future special distributions, our run-off financial performance and
the insurance and reinsurance sectors. Statements that
include the words “should,” “would,” “expect,” “estimates”,
“intend,” “plan,” “believe,” “project,” “target,” “anticipate,”
“seek,” “will,” “deliver,” and similar statements of a future or
forward-looking nature identify forward-looking statements in this
press release for purposes of the U.S. federal securities laws or
otherwise. We intend these forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements in the Private Securities Litigation Reform Act of 1995.
All forward-looking statements address matters that involve risks
and uncertainties. Accordingly, there are or may be important
factors that could cause the timing and amount of special
distributions and the Company’s run-off performance to differ
materially from those indicated in the forward-looking statements.
These factors include, but are not limited to, the amount
that the Company will be required to reserve to provide for the
Company’s contingent liabilities and obligations, the expenses that
the Company will incur during the winding up, including general
administrative and overhead costs and legal and auditing expenses,
the ability of the Company to favorably resolve any litigation that
may be commenced against the Company in connection with its winding
up and ultimate liquidation, the tax treatment of special
distributions, the delisting of the Company’s common shares in
connection with the winding up, greater frequency or severity of
claims and loss activity, uncertainties in our reserving process,
changes to our tax status, credit risk related to our broker
counterparties, assessments for high risk or otherwise uninsured
individuals, possible terrorism or the outbreak of war, a loss of
key personnel, political conditions, changes in insurance
regulation, operational risk, including the risk of fraud and
errors and omissions, as well as technology breaches or failure,
changes in accounting policies, our investment performance, the
valuation of our invested assets, a breach of our investment
guidelines, potential treatment of us as an investment company or a
passive foreign investment company for purposes of U.S. securities
laws or U.S. federal taxation, respectively, our dependence as a
holding company upon dividends or distributions from our operating
subsidiaries, the unavailability of capital in the future,
developments in the world’s financial and capital markets,
government intervention in the insurance and reinsurance industry,
illiquidity in the credit markets, changes in general economic
conditions and other factors described in our Annual Report on Form
10-K for the year ended December 31, 2018 and our Current
Report on Form 8-K dated July 25, 2019. The foregoing review of
important factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements that
are included herein and elsewhere, including the risk factors
included in the Company’s most recent report on Form 10-K, our
Current Report on Form 8-K dated July 25, 2019 and other documents
of the Company on file with the SEC. Any forward-looking
statements made in this material are qualified by these cautionary
statements, and there can be no assurance that the actual special
distributions, results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will
have the expected consequences to, or effects on, the Company or
its business or operations. Except as required by law, the Company
undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise. The contents of any website
referenced in this press release are not incorporated by reference
herein.
Blue Capital Reinsurance (NYSE:BCRH)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Blue Capital Reinsurance (NYSE:BCRH)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024