Watford Intends to De-List and De-Register its Cumulative Redeemable Preference Shares (Nasdaq: WTREP) Following Merger
July 02 2021 - 8:52AM
Watford Holdings Ltd. ("Watford") (NASDAQ: WTRE) on July 2, 2021,
Watford Holdings Ltd. notified The Nasdaq Stock Market that the
Company intends to voluntarily terminate the listing of its
cumulative redeemable preference shares (Nasdaq: WTREP) (the
"preference shares") from the Nasdaq Global Select Market
("Nasdaq") in compliance with the requirements of Rule 12d2-2(c)
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The preference shares are currently held by fewer
than 300 persons. In addition, the preference shares were initially
listed as a secondary listing and, following the merger of Watford
Holdings Ltd. and delisting of Watford Holdings Ltd.'s common
shares, the preference shares will not meet Nasdaq’s listing
requirement that a primary listing have not fewer than 400
shareholders.
Accordingly, Watford Holdings Ltd. intends to file with the
Securities and Exchange Commission a Form 25 to remove the
preference shares from listing on Nasdaq and to deregister the
preference shares pursuant to Section 12(b) of the Exchange Act,
and a certification on Form 15 under the Exchange Act to request
the deregistration of the preference shares under Section 12(g) of
the Exchange Act and the suspension of the Company’s reporting
obligations under Section 13 and 15(d) of the Exchange Act with
respect to the preference shares.
About Watford Holdings Ltd.
Watford Holdings Ltd. is a global property and casualty
insurance and reinsurance company with approximately $1.2 billion
in capital as of March 31, 2021, comprised of: $172.8 million of
senior notes, $52.4 million of contingently redeemable preference
shares and $977.0 million of common shareholders’ equity, with
operations in Bermuda, the United States and Europe. Its operating
subsidiaries have been assigned financial strength ratings of “A-”
(Excellent) from A.M. Best and “A” from Kroll Bond Rating Agency.
On May 1, 2020, A.M. Best announced that it had placed under review
with negative implications the financial strength ratings of
Watford's operating subsidiaries. On April 6, 2021, Kroll Bond
Rating Agency maintained the Watch Developing status on the “A”
insurance financial strength ratings of Watford's operating
subsidiaries as well as the “BBB+” credit rating of Watford
Holdings Ltd, pending regulatory approval for the Agreement and
Plan of Merger that was approved by Watford’s shareholders on March
30, 2021 and was consummated on July 1, 2021. As a result of the
merger, Watford Holdings Ltd. became a wholly-owned subsidiary of
Greysbridge Holdings Ltd.
Cautionary Note Regarding Forward-Looking
Statements
The Private Securities Litigation Reform Act of 1995 (the
“PSLRA”) provides a “safe harbor” for forward-looking statements.
This news release contains forward-looking statements.
Forward-looking statements, for purposes of the PSLRA or otherwise,
generally can be identified by the words “believes,” “expects,”
“intends,” “plans,” “estimates” or similar expressions that
indicate future events. Such statements are based on current
assumptions that involve risks and uncertainties that could cause
actual outcomes and results to differ materially, including:
uncertainties with respect to the timing of the delisting of the
preference shares; market conditions; and other risks set forth in
the Company’s Annual Report on Form 10-K, filed with the Securities
and Exchange Commission (the "SEC"), and in the Company’s other
periodic reports filed with the SEC. Investors are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Watford disclaims any obligation
to update these forward-looking statements because of new
information, future events or circumstances or other factors.
Contacts
Laurence Richardson (Investor Contact):
lbr@watfordholdings.com
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