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Blue Capital Global Reinsurance Fund Limited – Results of Tender Offer
Hamilton, Bermuda – November 29, 2016 – In a filing with the Bermuda Stock Exchange (“BSX”), Blue Capital Global Reinsurance Fund Limited (the "Company" or "BCGR") announced the Results of the Tender Offer. The full filing stated:
29 November 2016
Blue Capital Global Reinsurance Fund Limited (the “Company”) (Ticker: “BCGR”)
Results of Tender Offer
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
As set out in the Circular dated 4 November 2016 (the "Circular"), Shareholders (other than certain non-UK Shareholders) were offered the opportunity to participate in a Tender Offer for up to 10 percent of the Shares in issue as at the Tender Offer Record Date.
The Tender Offer closed at 1.00 p.m. on 24 November 2016 and the Company today announces that, in accordance with the terms and conditions of the Tender Offer, and following the passing of the proposed ordinary resolutions at the Special General Meeting (the "SGM") as announced on 28 November 2016, tenders for 19,855,391 Shares (representing 10% of the Shares in issue at the Tender Offer Record Date) have been received by the Company.
Of such amount, and on the assumption that no tenders are withdrawn (as described below), 8,037,433 Shares constituted the aggregate Basic Entitlement of Shareholders who validly tendered Shares for redemption. The balance of 11,817,958 Shares represents approximately 22.3% (in aggregate) of the Shares tendered in excess of the Basic Entitlement allocated on a pro rata basis.
Qualifying Shareholders who validly tendered Ordinary Shares are entitled to withdraw (in full or in part) their tender prior to 1:00 p.m. (UK time) on 15 December 2016 in accordance with the procedure set out in Part 2 of the Circular.
Completion of the Tender Offer and conversion of tendered Ordinary Shares into Redemption Shares will not occur until the Tender Offer Completion Date, expected to take place on 30 December 2016.
The Tender Offer is not for cash. Rather a Shareholder whose Ordinary Shares have been validly accepted under the Tender Offer will have each Ordinary Share converted into one Redemption Share on the Tender Offer Completion Date. 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 and summarised in the Circular.
As stated in paragraph 2 of Part 2 of the Circular, holders of Redemption Shares (including Depository Interest Holders) will receive a statement from the Receiving Agent confirming the size of their initial holding following the Tender Offer Completion Date and further statements confirming any update to the size of their holding as Redemption Shares are redeemed for cash. Depository Interest Holders will receive such statements in the name and address of the CREST participant that held the tendered Depositary Interests.
Capitalised terms used in this announcement have the same meaning as ascribed to them in the Circular.
For further information please contact:
Adam Szakmary, Chief Executive Officer +1 441-278-0400
Blue Capital Management Ltd