Blue Capital Global Reinsurance Fund Limited - Tender Offer

Hamilton, Bermuda – November 4, 2016 –In a filing with the Bermuda Stock Exchange (“BSX”), Blue Capital Global Reinsurance Fund Limited (the "Company" or "BCGR"; BSX Ticker: BCGR.BH) today announced full details of the Tender Offer. The full filing stated:

Publication of Circular

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. 

Further to the announcement on 2 September 2016, the Company has today published a circular to Shareholders in connection with the proposed tender offer (the "Circular").  The full text of the Circular will shortly be available on the Company's website, http://ir-bcgr.bluecapital.bm.  The Circular and associated documentation will be sent to certificated shareholders in due course.

Full details of the Tender Offer are set out in the Circular which should be read carefully by Shareholders.

Background

At launch, the Company established a discount management policy, which was described in the prospectus.  The policy sets out a number of guidelines regarding the operation of share buy-backs and/or tender offers to manage any discount between the Company's Net Asset Value and the price at which its Ordinary Shares are trading.

In particular, the policy provides that where Ordinary Shares have traded at an average discount of more than 5% to the Net Asset Value per Ordinary Share calculated over the three month period ending on 31 August in each year (the "Discount Trigger"), the Directors are obliged to make a tender offer and that any such tender offer is expected to offer Shareholders the opportunity to tender up to 25% of the Ordinary Shares in issue at the time the tender offer is made. 

As was announced on 2 September 2016, the Discount Trigger has been met.  As prescribed in the discount management policy, the Board is obliged to make a tender offer to Shareholders; however, the Board has discretion as to the terms on which such tender offer is made.  In this regard, the Company and its advisers have consulted with approximately 84% of its independent Shareholders, a majority of whom have indicated that they do not wish the Company to reduce in size.  Based on this feedback, but cognisant of the obligation to put in place a tender offer, the Board has determined that the Tender Offer will be for up to 10% of the Ordinary Shares in issue, and have resolved to combine the Tender Offer with share buy-backs, as and when considered appropriate.  The Board believes that this approach is likely to be more effective in managing the Company's trading discount, compared to operating a larger tender offer without the support of additional share buy-backs.

Tender Offer

The Tender Offer is available to Qualifying Shareholders on the register of members of the Company on the Tender Offer Record Date.  All tenders of Ordinary Shares shall be made on the terms and subject to the conditions set out in Part 2 of the Circular, and for certificated Shareholders, the Tender Form.

The Tender Offer will be for up to 10% of the Ordinary Shares in issue as at the Tender Offer Record Date.  Each Qualifying Shareholder will be entitled to tender and have converted into Redemption shares (on a one-for-one basis) up to 10% of the Ordinary Shares registered in his name on the Tender Offer RecordDate, rounded down to the nearest whole number of Ordinary Shares (the "Basic Entitlement").  The Tender Offer will also present tendering Shareholders with an opportunity to have more than their Basic Entitlement repurchased. To the extent that other Shareholders tender less than their Basic Entitlements, any such excess tenders will be satisfied pro rata to the aggregate number of Ordinary Shares tendered by Qualifying Shareholders in excess of their respective Basic Entitlements, rounded down to the nearest whole number of Ordinary Shares and subject to the overall maximum size of the Tender Offer of 10% of the Ordinary Shares in issue as at the Tender Offer Record Date.

The Tender Offer is not for cash.  Rather a Shareholder whose Ordinary Shares are validly tendered under the Tender Offer will have each Ordinary Share converted into one Redemption Share (and such conversion will be effected, as described below).  Redemption Shares are a new class of share, introduced for the purpose of this Tender Offer and any future tender offers.  The rights attaching to the Redemption Shares are set out in the Revised Bye-laws. 

Redemption Shares will continue to participate (pro rata) in each of the underlying reinsurance contracts comprising the Company's portfolio as at the date of their issue, with such entitlement being recorded as being separately attributable to the Redemption Shares in the books of the Company.  The Redemption Shares will be redeemed by the Company for cash (less costs) as this portfolio is run-off and proceeds received from the underlying investments.  The costs of the Tender Offer are expected to be borne by the holders of the Redemption Shares out of such proceeds.

The Tender Offer is not being satisfied immediately in cash or for a fixed price based on the Net Asset Value per Ordinary Share at a fixed point in time as the Board believes that to do so is likely to be prejudicial to holders of Ordinary Shares that are not tendered, as they will increase their proportionate exposure to less liquid and hard-to-value investments. 

Assuming that no additional loss events occur in respect of the portfolio attributable to the Redemption Shares, the Company anticipates (but can provide no assurances) that Redemption Shares will be redeemed and proceeds will be distributed to Shareholders in line with the following schedule:

The Tender Offer is conditional upon the approval of the Resolutions at the Special General Meeting and the Tender Offer not having been terminated in accordance with paragraph 2(s) of Part 2 of the Circular at or prior to the Tender Offer Completion Date.

The Introduction of Treasury Shares

The Company wishes to take the opportunity at the Special General Meeting to put forward a resolution introducing the ability for it to hold shares in treasury.  The Board regards this as standard practice for publicly-traded investment funds and will afford the Company more flexibility in managing its share capital.

Ordinary Shares that are repurchased under the Tender Offer will not be held in treasury.  Ordinary Shares repurchased by the Company pursuant to the general authority to buy-back may be held in treasury or cancelled at the discretion of the Company and subject to any legal or regulatory requirements. There is no limit on the number of shares that can be held in treasury.  It is anticipated that any Ordinary Shares sold out of treasury will be sold at a premium to the then prevailing Net Asset Value and pre-emption rights shall not apply to the sale of such treasury shares.

Terms used and not defined in this announcement will bear the meaning given to them in the Circular.

Expected Timetable