REG - CATCo Re-ins Opps Fd - Scheme of arrangement - Voting deadline 1 March

CATCo Reinsurance Opportunities FundAnnouncement

28/02/2022 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220228:nRSb9422Ca&default-theme=true

RNS Number : 9422C  CATCo Reinsurance Opps Fund Ltd  28 February 2022

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

 

Markel CATCo

 

Voting Deadline on 1 March 2022 for 2% Early Consent Fee

 

Notice of Sanction Hearing on 11 March 2022

 

London, 28 February 2022 - As previously announced, on 18 February 2022,
Markel CATCo Reinsurance Fund Ltd. (provisional liquidators appointed for
restructuring purposes) (the Private Fund) and CATCo Reinsurance Opportunities
Fund Ltd. (provisional liquidators appointed for restructuring purposes)
(together with the Private Fund, the Funds), published Notices of Scheme
Meetings to be held on 4 March 2022 in respect of the Schemes of Arrangement
(Schemes) to implement the previously announced Buy-Out Transaction.

 

Voting Deadline in order to receive Early Consent Fee

 

Investors are reminded that the deadline for Scheme Creditors to submit voting
instructions in respect of the Scheme Meetings is 2 p.m. (Bermuda) on 1 March
2022.  Investors that have given Investor Undertakings to support the Buy-Out
Transaction are reminded that they are required to vote to approve the Schemes
in order to receive the Early Consent Fee.

All investors are encouraged to review the Notices of Meetings and Explanatory
Statement, which are available on the Buy-Out Transaction website
(https://catcobuyout.alixpartners.com), and to submit voting instructions in
respect of the Schemes.

Any questions relating to the voting and/or attendance at the Scheme Meetings
should be sent via email to: catcobuyout@alixpartners.com.

 

Notice of Sanction Hearing

 

As set out in the Explanatory Statement, following the Scheme Meetings the
Funds will apply to the Bermuda Court to sanction the Schemes. Notice is
hereby given that the Bermuda Court has scheduled the hearing to consider the
Funds' application to sanction the Schemes (the Sanction Hearing) on 11 March
2022 at 12.30 PM (Bermuda). It is expected that the hearing will be held as a
remote hearing by videoconference.

Any Scheme Creditor is entitled to attend the Sanction Hearing, or to instruct
counsel to attend the Sanction Hearing and to make representations to the
Court on his or her behalf. Scheme Creditors who wish to do so should confirm
their intention by email catcobuyout@alixpartners.com specifying their name
and email address and, if applicable, the name and email address of their
counsel. A videoconferencing link will be provided to such parties.

Disclaimers and important notices

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Buy-Out Transaction or otherwise. The Schemes will be made solely pursuant
to the terms of the scheme documents available on the Scheme website. The
scheme documents contain the full terms and conditions of the Schemes,
including details of how to vote in respect of them. Any decision in respect
of, or other response to, the Schemes should be made only on the basis of the
information in those documents. The information contained in this announcement
is for background purposes only and no reliance may or should be placed by any
person for any purpose whatsoever on the information contained in this
announcement or on its completeness, accuracy or fairness. Recipients of this
announcement should conduct their own investigation, evaluation and analysis
of the business, data and property described in this announcement. This
announcement does not constitute a recommendation concerning any investor's
decision or options with respect to the Buy-Out Transaction. The information
in this announcement is subject to change.

The distribution of this announcement and the terms of the Buy-Out Transaction
are subject to restrictions and may not be made except pursuant to
registration with or authorisation by the relevant securities regulatory
authorities or an exemption therefrom. Therefore, persons who may come into
possession of this announcement are advised to consult with their own legal
advisors as to what restrictions may be applicable to them and to observe such
restrictions. This announcement may not be used for the purpose of an offer or
invitation in any circumstances in which such offer or invitation is not
authorised.

No action has been or will be taken in any jurisdiction by the Funds that
would or is intended to permit a public offering, or any other offering under
circumstances not permitted by applicable law, of any securities.

Further to the above, the release, publication or distribution of this
announcement in other jurisdictions may be restricted by law and therefore any
persons who are subject to the laws of any applicable jurisdiction (including
any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Buy-Out Transaction is sent or made available to investors in that
jurisdiction (Restricted Jurisdictions)) should inform themselves about, and
observe, any applicable legal or regulatory requirements. In particular, the
ability of persons who are resident in such other jurisdictions or who are
subject to the laws of another jurisdiction to participate in the Buy-Out
Transaction may be affected by the laws of the relevant jurisdictions in which
they are located or to which they are subject. Any failure to comply with
applicable legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws in that jurisdiction.

Copies of this announcement and the scheme documentation relating to the
Buy-Out Transaction are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Buy-Out Transaction (or the related Schemes).

Certain of the statements in this announcement or (and any related oral
statements) may be considered forward-looking statements.

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Buy-Out Transaction,
information accessed through https://catcobuyout.alixpartners.com and other
information published by MCIM and the Funds contain statements which are, or
may be deemed to be, "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995.

Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of MCIM and the Funds about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Buy-Out
Transaction, the expected timing and scope of the Buy-Out Transaction and
other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although MCIM and the Funds believe that the
expectations reflected in such forward-looking statements are reasonable, they
can give no assurance that such expectations will prove to be correct. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the
future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Buy-Out Transaction; the ability to obtain requisite regulatory
and other required approvals and the satisfaction of other conditions on the
proposed terms and schedule; as future market conditions, changes in general
economic and business conditions, the behaviour of other market participants,
the anticipated benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the countries
in which the Funds operate, weak, volatile or illiquid capital and/or credit
markets, changes in tax rates, interest rate and currency value fluctuations,
the degree of competition in the geographic and business areas in which the
Funds operate and changes in laws or in supervisory expectations or
requirements.

Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors. Neither
MCIM nor the Funds, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations, neither MCIM nor the
Funds is under any obligation, and they expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. This announcement
speaks only as of the date issued.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  SOAKZGZZRNGGZZM