REG - CATCo Re-ins Opps Fd - Circ re. Proposed winding up and notice of SGM

CATCo Reinsurance Opportunities FundAnnouncement

18/11/2024 07:00

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RNS Number : 5135M  CATCo Reinsurance Opps Fund Ltd  18 November 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK
LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

Legal Entity Identifier: 213800ZPHADRX7G1FB21

18 November 2024

 

CATCo Reinsurance Opportunities Fund Ltd. (the "Company")

Publication of Circular and Notice of Special General Meeting

 

Since 26 March 2019, the Company has been in "run-off" and, following the
recently announced partial compulsorily redemption (which is expected to take
place on 29 November 2024), the Company will have redeemed the entirety of its
interest in the Master Fund and distributed substantially all of the
redemption proceeds it has received.

Consequently, the Board has determined to recommend that the Company is placed
into members' voluntary winding up and wound up.

Shareholder approval is required for the Company to be wound up (and related
matters) and such approvals are being sought at the Special General Meeting to
be held at 9:00 a.m. (Bermuda time) on 18 December 2024.

A Circular has been published to provide information relating to the proposed
winding up and notice of Special General Meeting.

The information in this announcement should be read in conjunction with the
full text of the  Circular issued by CATCo Reinsurance Opportunities Fund
Limited, dated 18 November 2024. Capitalised terms used in this announcement
shall, unless the context otherwise requires, bear the meaning given to them
in the Circular.

The circular will be available to download from the Company website
(https://www.catcoreoppsfund.com/ (https://www.catcoreoppsfund.com/) )
shortly.

 

 For further information:
 Markel CATCo Investment Management Ltd.  Deutsche Numis

 Mark Way                                 Hugh Jonathan / Vicki Paine

 Chief of Investor Marketing              Telephone: +44 (0) 20 7260 1000

 Telephone: +1 441 493 9001

 Email:mark.way@markelcatco.com

 

 

The following is an extract from the circular that will be posted to
shareholders shortly, a full version of which is available on the Company's
website at https://www.catcoreoppsfund.com/
(https://www.catcoreoppsfund.com/) shortly.

 

EXPECTED TIMETABLE

                                                                             2024
 Publication of Circular                                                     18 November
 Latest time and date for receipt of Forms of Direction or CREST Proxy       9:00 a.m. on 13 December
 Instructions for the Depository Interest Holders for the Special General
 Meeting
 Latest time and date for receipt of Forms of Proxy for the Special General  9:00 a.m. on 16 December
 Meeting
 Suspension of the Shares from trading                                       7:30 a.m. (UK time) on

                                                                              18 December

 Special General Meeting                                                     9:00 a.m. on 18 December
 Results of the Special General Meeting announced                            18 December
 Liquidators appointed                                                       18 December
 Cancellation of trading of Shares on the London Stock Exchange              8:00 a.m. (UK time) on

                                                                             19 December

 Cancellation of the listing and trading of Shares on the BSX                19 December

 Expected date of the final distribution to Shareholders                     Q1 2025

 

1.             These times and dates are indicative only. If any
of the above times and/or dates change materially, the revised times and/or
dates will be notified to Shareholders by announcement through a regulatory
information service.

2.             All references in the Circular to times are to the
times in Bermuda unless otherwise stated.

3.             The implementation of the winding up and all events
in the timetable following the Special General Meeting, are conditional, inter
alia, on the passing of the first resolution at the Special General Meeting.

 

THE PROPOSALS

It is proposed that the Company be wound up voluntarily in accordance with the
Companies Act and the Bye-laws. The winding up of the Company will commence
immediately upon the passing of the first resolution and will be implemented
as follows (subject to the passing of the first resolution).

 

Appointment and Remuneration of the Liquidators

Rachelle Frisby and Robert Cowie of Interpath (Bermuda) Limited are proposed
to be appointed as the joint and several liquidators (the "Liquidators") of
the Company immediately upon the passing of the first resolution at the
Special General Meeting.

The remuneration of the Liquidators will be based on the time spent by the
Liquidators and members of their staff in attending to matters arising prior
to and during the winding up of the Company. The costs of the Liquidators are
preliminarily estimated to amount to approximately US$40,000 to US$50,000. The
Liquidators will also be reimbursed for all reasonable out of pocket expenses
and disbursements properly incurred in connection with the winding up out of
the assets of the Company.

 

Arrangements with Company's service providers

If the first resolution is passed, the Liquidators will terminate all
arrangements with the Company's service providers that are no longer required
upon the Company being placed into members' voluntary winding up or when any
services being performed in connection with the Company's winding up have been
completed, in each case in accordance with the terms of that service
provider's appointment. It is expected that, inter alia, the Investment
Manager, the Depository, the administrator and the registrar will remain in
place to assist with the winding up. The terms of appointment for certain
service providers may be revised to reflect the services that they will be
required to provide in the winding up.

 

Implementation of the Winding Up

Upon the appointment of the Liquidators, all powers of the Board and officers
will cease, except so far as the Company in general meeting or the Liquidators
sanctions the continuance thereof. The Liquidators will then be responsible
for the affairs of the Company until it is wound up. The Liquidators will
assume responsibility for the winding up of the Company, including the payment
of fees, costs and expenses, the discharging of the liabilities of the
Company, and obtaining and the distribution of the Company's surplus assets to
the Shareholders.

The Company estimates that the costs and expenses of the proposals will amount
to approximately US$350,000, which include the fees of the Liquidators and
those of the Company's advisers and service providers in connection with the
winding up. As at the end of Q3 2024, the Company has a cash reserve of
approximately US$1.1m to pay the Company's anticipated future operational
costs, professional fees, the costs of liquidation and any unknown
contingencies. In addition, circa 4% of the NAV (in the form of cash amounting
to approximately US$960,000) will be withheld from the compulsory redemption
that is expected to take place on 29 November 2024.

Once the Liquidators are satisfied that all actual and contingent liabilities
of the Company have been settled, any surplus will be distributed to the
Shareholders as a final distribution. Any such final distribution is expected
to be made at the conclusion of the liquidation and, once this is completed,
the Company will be dissolved. The precise timing and amount of the final
distribution is uncertain, but is expected to take place in Q1 2025, and the
Liquidators' remuneration and any expenses will be deducted prior to any final
distribution to Shareholders.

Suspension and Cancellation of Trading in Shares

In order to facilitate the implementation of the proposals, the Shares will be
suspended from trading on the Specialist Fund Segment of the London Stock
Exchange and on the BSX with effect from 7:30 a.m. (UK time) on 18 December
2024, being the date of the Special General Meeting. The register will be
closed and the Shares disabled in CREST at close of business on 17 December
2024. Accordingly, the last day for dealings in the Ordinary Shares and C
Shares on the London Stock Exchange and the BSX on a normal rolling two day
settlement basis will be 16 December 2024. As from 16 December 2024, dealings
should be for cash settlement only and will be registered in the normal way if
the transfer, accompanied by documents of title, is received by the registrar
by 5:00 p.m. (UK time) on 17 December 2024.  Transfers received by the
registrar after 5:00 p.m. (UK time) on 17 December 2024 will be returned to
the person lodging them.

If the first resolution is passed, the Company will make an application to the
London Stock Exchange for the cancellation of trading in the Shares following
the Special General Meeting, with the cancellation expected to take effect at
8:00 a.m. (UK time) on 19 December 2024 and the cancellation of trading on the
BSX will be effective on 19 December 2024.

Once such cancellations are effective, quoted prices for the Shares will not
be published on the London Stock Exchange or the BSX.  However, the
Depository Interests arrangements are expected to remain until 30 December
2024 at which time the ISINs will be disabled.  As such, the Depository
Interests will technically remain transferable in the period between the
cancellations (expected 19 December 2024) and the ISINs being disabled on 30
December 2024.

Any Depository Interest Holding who wishes to transfer its Depository
Interests following the appointment of the Liquidator should note that UK
stamp duty or SDRT may be applicable on any transfers or agreements to
transfer interests in Shares (including, without limitation, Depository
Interests) which take place following any cancellation of the listing of the
Shares.

 

Final meeting prior to dissolution

As soon as the Company's affairs are fully wound up, the Liquidators will
prepare an account of the winding up in accordance with the Companies Act, as
amended, and will call a general meeting of the Company at which time the
account will be presented and resolutions will be proposed to accept the
Liquidators' final report, determine the manner in which the books and records
of the Company are to be disposed of and approve the dissolution of the
Company.

Within one week after this meeting, the Liquidators will provide notice to the
Registrar of Companies in Bermuda that the final general meeting has been held
and the Company has been dissolved. The Registrar of Companies will record the
dissolution of the Company as at the date of such meeting and will issue a
certificate of dissolution approximately one month after the Liquidators have
filed the aforementioned notice.

If no quorum is present at the final general meeting, the Company may be
dissolved on the date for which the meeting was convened by the Liquidators
giving notice of the same to the Registrar of Companies pursuant to the
Companies Act.

 

THE SPECIAL GENERAL MEETING

As explained above, the proposals require the approval of Shareholders at a
general meeting of the Company. In accordance with the Companies Act, the
Company's directors must first make a statutory declaration to the effect that
that they have formed the opinion that the Company will be able to pay its
debts in full within 12 months from the commencement of the Company's winding
up. In addition, in order to become effective: (a) the first resolution must
be approved by a simple majority; and (b) the second resolution, which is also
conditional on the passing of the first resolution, must be approved by not
less than three-quarters, in each case of the votes cast on a poll by
Shareholders present in person or by proxy at the Special General Meeting
within 5 weeks of the making of such statutory declarations. Each of the
Resolutions being put to Shareholders at the Special General Meeting will be
proposed on a poll.

Accordingly, you will find set out in Part 2 of the Circular a notice
convening a Special General Meeting for 9:00 a.m. (Bermuda time) on 18
December 2024 to be held at 2 Front Street, Hamilton, HM11, Bermuda.

The quorum for the Special General Meeting shall be any two or more
Shareholders present in person or represented by proxy and entitled to vote
representing not less than a majority of the total Ordinary Shares in issue.
If the Special General Meeting needs to be adjourned because it is not
quorate, it will be adjourned to the same day in the next week, at the same
time and place or to such other day, time and place as the secretary may
determine.

 

ACTION TO BE TAKEN

Form of Proxy

Shareholders (who do not hold their shares through Depository Interests)

A Form of Proxy for use by all Shareholders (with the exception of Depository
Interest Holders who hold their interests in respect of Shares in CREST) in
connection with the Special General Meeting is enclosed.

Whether or not Shareholders intend to be present at the Special General
Meeting, they are requested to complete and sign the accompanying Form of
Proxy and return it, in accordance with the instructions printed on it, by
post or (during normal business hours) by hand to Link Group to arrive as soon
as possible and, in any event, by no later than 9:00 a.m. (Bermuda time) on 16
December 2024.

Depository Interest Holders

Any Depository Interest Holder wishing to instruct the Depository to vote in
respect of the Depository Interest Holder's interest should use the enclosed
Form of Direction. Whether or not Depository Interest Holders intend to be
present at the Special General Meeting, they are requested to complete and
sign the appropriate accompanying Form of Direction and return it, in
accordance with the instructions printed on it, by post or (during normal
business hours only) by hand to Link Group to arrive as soon as possible and,
in any event, by no later than 9:00 a.m. (Bermuda time) on 13 December 2024.

Depository Interest Holders who hold their interests in respect of Shares in
CREST may instruct the Depository by completing and transmitting a CREST Proxy
Instruction to Link so that it is received by no later than 9:00 a.m. (Bermuda
time) on 13 December 2024.

The return of a completed Form of Proxy, Form of Direction or CREST Proxy
Instruction will not prevent a Shareholder or Depository Interest Holder from
attending a Special General Meeting and voting in person (in substitution for
their proxy vote) if they wish to do so and are so entitled.

RECOMMENDATION

The Board considers that the Company's winding up is in the best interests of
the Company. Accordingly, the Board unanimously recommends Shareholders to
vote in favour of the Resolutions to be proposed at the Special General
Meeting.

The Directors intend to vote in favour of the Resolutions on which they are
entitled to vote in respect of their own beneficial holdings in the Company
which, as at the date of the Circular, total 378 Ordinary Shares and 264 C
Shares (representing approximately 0.33 per cent of the Shares currently in
issue).

IF SHAREHOLDERS DO NOT VOTE IN FAVOUR OF THE RESOLUTIONS, THE COMPANY WILL NOT
BE ABLE TO ENTER INTO A MEMBERS' VOLUNTARY WINDING UP AND CANCEL ITS ADMISSION
TO TRADING ON THE SPECIALIST FUND SEGMENT AND LISTING ON THE BSX. IN THESE
CIRCUMSTANCES, THE BOARD WOULD SEEK TO PUT FORWARD ALTERNATIVE PROPOSALS BUT,
IN THE MEANTIME, THE COMPANY WOULD BE SUBJECT TO THE ABORTIVE COSTS OF THESE
PROPOSALS AND THE COMPANY'S ONGOING RUNNING COSTS, WHICH WOULD REDUCE THE CASH
AVAILABLE TO RETURN TO SHAREHOLDERS.

 

IMPORTANT INFORMATION

This announcement does not contain all the information which is contained in
the Circular and Shareholders should read the Circular before deciding what
action to take in respect of the Proposals.

Nothing in this announcement shall form the basis of or constitute any offer
or invitation to sell or issue, or any solicitation of any offer to purchase
or subscribe for any shares or any other securities nor shall it (or any part
of it) or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefor.

This announcement contains a number of forward-looking statements relating to
the Company. The Company considers any statements that are not historical
facts as "forward-looking statements". They relate to events and trends that
are subject to risks and uncertainties that could cause the actual results and
financial position of the Company to differ materially from the information
presented in the relevant forward-looking statement. When used in this
announcement the words "estimate", "project", "intend", "aim", "anticipate",
"believe", "expect", "should", and similar expressions, as they relate to the
Company or the management of it, are intended to identify such forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. The Company does not undertake publicly to update or revise any
of the forward-looking statements, whether as a result of new information,
future events or otherwise, save in respect of any requirement under any
applicable law or regulation.

Numis Securities Limited (which is trading for these purposes as Deutsche
Numis), which is authorised and regulated by the FCA and is acting exclusively
for the Company and for no one else in connection with the matters set out in
this document and will not regard any other person (whether or not a recipient
of this document) as its client in relation to the contents of the Circular
and will not be responsible to anyone (whether or not a recipient of the
Circular) other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the contents of this
Circular or any matters referred to herein. Neither Deutsche Numis nor any of
its affiliates (nor any of their respective directors, officers, employees or
agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection
with the Circular, any statement contained in this document or otherwise. This
does not exclude any responsibilities which Deutsche Numis may have under FSMA
or the regulatory regime established thereunder. No representation or
warranty, express or implied, is made by Deutsche Numis as to the contents of
the Circular

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