SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-39255
International
General Insurance Holdings Ltd.
(Translation of Registrant’s name into
English)
74 Abdel Hamid Sharaf Street, P.O. Box
941428, Amman 11194, Jordan
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
INCORPORATION BY REFERENCE
This report on Form 6-K, including Exhibit 99.1
attached hereto, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-254986) and
Form S-8 (File No. 333-238918) of International General Insurance Holdings Ltd. (including the prospectuses forming a part of such registration
statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports
subsequently filed or furnished.
EXHIBIT
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. |
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Date: August 30, 2023 |
By: |
/s/ Pervez Rizvi |
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Name: |
Pervez Rizvi |
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Title: |
Chief Financial Officer |
2
Exhibit 99.1
IGI Announces Extension of the Expiration Date
of the Offer to Purchase and Consent Solicitation Relating to its Warrants
HAMILTON,
Bermuda, August 30, 2023 — International General Insurance Holdings Ltd. (“IGI” or the
“Company”) (Nasdaq: IGIC) today announced that it has extended the expiration date of its previously commenced offer to
purchase (the “Offer”) all of its outstanding public warrants and private warrants (collectively, the
“Warrants”) to purchase its common shares, par value $0.01 per share, at a purchase price of $0.95 in cash, without
interest, to 12:00 midnight, Eastern Time at the end of the day on September 18, 2023, unless further extended or terminated,
pending the ongoing SEC review of the disclosure related to the Offer. The
Offer was previously scheduled to expire at 12:00 midnight, Eastern Time, at the end of the day on September 7, 2023. As of
5:00 p.m. Eastern Time on August 29, 2023, (i) 5,523,850 Public Warrants had been validly tendered and not validly withdrawn from
the Offer, representing approximately 32% of the outstanding Public Warrants and (ii) 4,500,000 Private Warrants had been validly
tendered and not validly withdrawn from the Offer, representing 100% of the outstanding Private Warrants, which cumulatively
comprised approximately 58% of all outstanding Warrants. The Offer may be
extended further in accordance with the applicable rules and regulations of the U.S. Securities and Exchange Commission
(“SEC”).
IGI is also soliciting consents (the “Consent
Solicitation”) to amend the Warrant Agreement, dated March 15, 2018, by and between Tiberius Acquisition Corporation (“Tiberius”)
and Continental Stock Transfer & Trust Company (“Continental”), as amended by Amendment No. 1 to the Warrant Agreement,
dated March 17, 2020, by and among IGI, Tiberius and Continental (as amended, the “Warrant Agreement”), which governs
all of the Warrants, to permit IGI to redeem each outstanding Warrant for $0.86 in cash, without interest, which is 10% less than the
price applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, the
adoption of the Warrant Amendment will require the consent of holders of at least 65% of the then outstanding public warrants. Parties
representing approximately 67.3% of the outstanding public warrants and approximately 88.9% of the outstanding private warrants have agreed
to tender their Warrants in the Offer and to consent to the Warrant Amendment in the Consent Solicitation, pursuant to a tender and support
agreement. Accordingly, because holders of more than 65% of the outstanding public warrants have agreed to consent to the Warrant Amendment
in the Consent Solicitation, if the other conditions of the Offer are satisfied or waived, then the Warrant Amendment will be adopted.
The Offer and Consent Solicitation are being made
pursuant to an Offer to Purchase dated July 28, 2023, and Schedule TO, dated July 28, 2023, each as amended and supplemented
from time to time, and each of which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and more
fully set forth in the terms and conditions of the Offer and Consent Solicitation.
The Company’s common shares and public warrants
are listed on The Nasdaq Stock Market LLC under the symbols “IGIC” and “IGICW,” respectively. As of July 27,
2023, a total of 17,250,000 Warrants were outstanding.
IGI has engaged BofA Securities (“BofA”)
as the dealer manager for the Offer and Consent Solicitation. Morrow Sodali Global LLC (“Morrow Sodali”) has been appointed
as the information agent for the Offer and Consent Solicitation, and Continental has been appointed as the Depositary for the Offer and
Consent Solicitation. All questions concerning tender procedures and requests for additional copies of the offer materials, including
the letter of transmittal and consent should be directed to Morrow Sodali at (800) 662-5200 (toll free).
Important Additional Information Has Been Filed
with the SEC
Copies of the Schedule TO and Offer to Purchase
will be available free of charge at the website of the SEC at www.sec.gov. Requests for documents may also be directed
to Morrow Sodali at (800) 662-5200 (toll free).
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation
are being made only through the Schedule TO and Offer to Purchase, and the complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Schedule TO and Offer to Purchase.
Holders of the Warrants are urged to read the
Schedule TO and Offer to Purchase carefully before making any decision with respect to the Offer and Consent Solicitation because
they contain important information, including the various terms of, and conditions to, the Offer and Consent Solicitation.
None of IGI, any of its management or its board
of directors, or BofA, Morrow Sodali or Continental or any other person makes any recommendation as to whether or not Warrant holders
should tender Warrants for exchange in the Offer or consent to the Warrant Amendment in the Consent Solicitation. Warrant holders must
make their own decision as to whether to tender their Warrants and, if so, how many Warrants to tender.
About IGI:
IGI is an international specialty risks commercial
insurer and reinsurer underwriting a diverse portfolio of specialty lines. Established in 2001, IGI has a worldwide portfolio of energy,
property, general aviation, construction & engineering, ports & terminals, marine cargo, marine trades, contingency,
political violence, financial institutions, general third-party liability (casualty), legal expenses, professional indemnity, D&O,
marine liability and reinsurance treaty business. Registered in Bermuda, with operations in Bermuda, London, Malta, Dubai, Amman, Oslo,
Kuala Lumpur and Casablanca, IGI aims to deliver outstanding levels of service to clients and brokers. IGI is rated “A” (Excellent)/Stable
by AM Best and “A-”(Strong)/Stable by S&P Global Ratings.
Forward-Looking Statements:
This press release contains “forward-looking statements”
within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act of 1995, including
statements about the expiration date for the Offer and Consent Solicitation and the effects of the Offer and Consent Solicitation on our
capital structure. The expectations, estimates, and projections of IGI may differ from actual results and, consequently, you should not
rely on forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “continue,”
“commitment,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including
the number of warrant holders that respond and elect to participate in the Offer and Consent Solicitation; our ability to consummate the
Offer and Consent Solicitation; our ability to recognize the anticipated benefits of the Offer and Consent Solicitation; changes in applicable
laws or regulations, including those that pertain to tender offers; and the possibility that we may be adversely affected by legal and
regulatory developments and general market, political, economic and business conditions. Most of these factors are outside of the control
of IGI and are difficult to predict. Other factors that may cause such differences include, but are not limited to: (1) changes in
demand for IGI’s services together with the possibility that IGI may be adversely affected by other economic, business, and/or competitive
factors globally and in the regions in which it operates; (2) competition, the ability of IGI to grow and manage growth profitably
and IGI’s ability to retain its key employees; (3) changes in applicable laws or regulations; (4) the outcome of any legal
proceedings that may be instituted against the Company; (5) the potential effects of the COVID-19 pandemic and emerging variants;
(6) the effects of the hostilities between Russia and Ukraine and the sanctions imposed on Russia by the United States, European
Union, United Kingdom and others; (7) the inability to maintain the listing of the Company’s common shares or warrants on Nasdaq;
(8) the failure to realize the anticipated benefits of the acquisition of EIO; and (9) other risks and uncertainties indicated
in IGI’s filings with the SEC. The foregoing list of factors is not exclusive. In addition, forward-looking statements
are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them and are also subject
to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to
predict and many of which are beyond the control of IGI. There can be no assurance that IGI’s financial condition or results
of operations will be consistent with those set forth in such forward-looking statements. You should not place undue reliance upon
any forward-looking statements, which speak only as of the date made. IGI does not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change
in events, conditions, or circumstances on which any such statement is based except to the extent that is required by law.
IGI Contacts:
Investors:
Robin Sidders, Head of Investor Relations
T: + 44 (0) 2072 204937
M: + 44 (0) 7384 514785
Email: robin.sidders@iginsure.com
Media:
Aaida Abu Jaber, AVP PR & Marketing
T: +96265662082 Ext. 407
M: +962770415540
Email: aaida.abujaber@iginsure.com
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