- Securities Registration: Employee Benefit Plan (S-8)
November 04 2008 - 1:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 4, 2008 Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda
(State or other jurisdiction of incorporation or
organization)
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Not applicable
(I.R.S. Employer Identification Number)
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Maxwell Roberts Building
1 Church Street
Hamilton HM 11 Bermuda
(441) 295-8201
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Aspen Insurance Holdings Limited
Employee Share Purchase Plan
and 2008 Sharesave Scheme
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 590-9200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to
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Michael Groll, Esq.
Dewey & LeBoeuf LLP
125 West 55th Street
New York, NY 10019-5389
Telephone: (212) 424-8000
Facsimile: (212) 424-8500
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Joseph D. Ferraro, Esq.
Dewey & LeBoeuf LLP
No. 1 Minster Court, Mincing Lane
London, EC3R 7AA
Telephone:(011-44-20) 7459 5000
Facsimile: (011-44-20) 7459 5099
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Proposed maximum
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Title of securities
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Amount to be
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offering price per
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aggregate offering
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Amount of
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to be registered
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registered (1)
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share (2)
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price (2)
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registration fee
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Ordinary shares,
par value
$0.0015144558 per
share, to be issued
under the Employee
Share Purchase Plan
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333,000 shares
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$
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20.17
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$
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6,716,610
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$
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263.96
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Ordinary shares,
par value
$0.0015144558 per
share, to be issued
under the 2008
Sharesave Scheme
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537,000 shares
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$
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20.17
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$
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10,831,290
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$
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425.67
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act),
there are also registered hereunder such indeterminate number of additional shares as may
become issuable under the Aspen Insurance Holdings Limited (Aspen) Employee Share Purchase
Plan and the 2008 Sharesave Schemes (the Plans) as a result of stock splits, stock dividends
or similar transactions which result in an increase in the number of Aspens outstanding
ordinary shares.
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(2)
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The registration fee with respect to these shares has been computed in accordance with
paragraphs (c) and (h) of Rule 457, based upon the average of the reported high and low sale
prices of Aspens ordinary shares on the New York Stock Exchange on October 28, 2008.
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TABLE OF CONTENTS
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for by Part I of Form S-8 will be delivered to participants in the
Plans as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed
with the Securities and Exchange Commission (the Commission) as part of this Registration
Statement or as prospectus supplements pursuant to Rule 424 of the Securities Act. These documents
and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Upon written or oral request, Aspen will provide, without charge, the documents incorporated
by reference in Item 3 of Part II of this Registration Statement and such other documents required
to be delivered to employees pursuant to Rule 428(b)(1). Requests for such information should be
directed to the Company Secretary, Maxwell Roberts Building, 1 Church Street, Hamilton HM 11
Bermuda, (441) 295-8201.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed with the Commission by Aspen, are incorporated
by reference, as of their respective dates, in this Registration Statement:
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(a)
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Aspens Annual Report on Form 10-K for the year ended December 31, 2007;
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(b)
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Aspens Quarterly Report on Form 10-Q for the quarter ended March 31, 2008;
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(c)
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Aspens Quarterly Report on Form 10-Q for the quarter ended June 30, 2008;
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(d)
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Aspens Current Report on Form 8-K filed February 11, 2008;
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(e)
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Aspens Current Report on Form 8-K filed March 6, 2008;
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(f)
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Aspens Current Report on Form 8-K filed March 17,
2008 (Item 5.02);
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(g)
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Aspens Current Report on Form 8-K filed March 28, 2008;
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(h)
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Aspens Current Report on Form 8-K filed May 5, 2008;
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(i)
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Aspens Current Report on Form 8-K filed May 14, 2008 (Item 1.01 and Item 8.01);
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(j)
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Aspens Current Report on Form 8-K filed November 3, 2008;
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(k)
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Aspens Current Report on Form 8-K filed November 4, 2008; and
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(l)
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The description of Aspens ordinary shares contained in Item 1 of Aspens
Registration Statement on Form 8-A filed with the Commission under Section 12 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) on November 25, 2003, in
which reference is made to the information set forth under the headings Description of
Share Capital and Shares Eligible for Future Sale in the Registrants Registration
Statement on Form F-1 (File No. 333-110435), filed with the Commission on November 12,
2003, and thereafter amended and supplemented, including any amendment, report or
prospectus filed for the purpose of updating such description.
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In addition, all documents filed by Aspen pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for all purposes of this
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Registration Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of the Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Bye-Law 145 of Aspens bye-laws provides, among other things, that, subject to certain
provisos, Aspens directors, officers or any other person appointed to a committee of the board of
directors and any resident representative (and their respective heirs, executors or administrators;
collectively, the Indemnified Persons) shall be indemnified and held harmless out of the assets
of Aspen against all liabilities, loss, damage or expense (including but not limited to liabilities
under contract, tort and statute or any applicable foreign law or regulation and all reasonable
legal and other costs and expenses properly payable) incurred or suffered by him by reason of any
act done, conceived in or omitted in the conduct of Aspens business or in the discharge of his
duties and the indemnity contained in Bye-Law 145 shall extend to the Indemnified Persons of Aspen
acting in any office or trust in the reasonable belief that he has been appointed or elected to
such office or trust notwithstanding any defect in such appointment or election provided always
that the indemnity contained in Bye-Law 145 shall not extend to any matter which would render it
void under the Bermuda Companies Act 1981, as amended (the Companies Act).
Bye-Law 149 of Aspens bye-laws provides that each shareholder and Aspen agree to waive any
claim or right of action he or it may at any time have, whether individually or by or in the right
of Aspen, against any director or officer of Aspen on account of any action taken by such director
or officer or the failure of such director or officer to take any action in the performance of his
duties with or for Aspen, provided, however, that such waiver shall not apply to any claims or
rights of action arising out of the fraud of such director or officer or to recover any gain,
personal profit or advantage to which such director or officer is not legally entitled.
The Companies Act provides that a Bermuda company may indemnify its directors in respect of
any loss arising or liability attaching to them as a result of any negligence, default, breach of
duty or breach of trust of which they may be guilty. However, the Companies Act also provides that
any provision, whether contained in Aspens bye-laws or in a contract or arrangement between Aspen
and the director, indemnifying such director against any liability which would attach to him in
respect of his fraud or dishonesty will be void.
Aspen has purchased directors and officers liability insurance policies. Such insurance will
be available to Aspens directors and officers in accordance with its terms. In addition, certain
directors may be covered by directors and officers liability insurance policies purchased by their
respective employers, subject to the limitation of the policy terms.
Item 7. Exemption From Registration Claimed
Not applicable.
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Item 8. Exhibits
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Exhibit
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Number
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Description of Document
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3.1
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Certificate of Incorporation and Memorandum of Association
of Aspen (incorporated herein by reference to Exhibit 3.1
to Aspens 2003 Registration Statement on Form F-1
(Registration No. 333-110435))
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3.2
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Amended and Restated Bye-Laws of Aspen (incorporated herein
by reference to Exhibit 3.1 to Aspens Current Report on
Form 8-K filed on May 5, 2008)
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4.1
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Specimen Ordinary Share Certificate (incorporated herein by
reference to Exhibit 4.1 to Aspens 2003 Registration
Statement on Form F-1 (Registration No. 333-110435))
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5.1
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Opinion of Appleby
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23.1
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Consent of KPMG Audit Plc
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23.2
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Consent of Appleby (included as part of Exhibit 5.1)
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24.1
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Powers of attorney of officers and directors (included on
the signature page of this Registration Statement)
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99.1
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Aspens Employee Share Purchase Plan (incorporated herein
by reference to Exhibit 10.1 to Aspens Current Report on
Form 8-K, filed with the Commission on May 5, 2008)
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99.2
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Aspens 2008 Sharesave Scheme
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99.3
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Form F-N
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Item 9. Undertakings
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table in the effective
Registration Statement; and
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(iii)
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to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement;
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(2)
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that, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the
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securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
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(3)
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to remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the undersigned Registrants annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference into this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Aspen certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in Hamilton, Bermuda, on the 4th day of November, 2008.
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ASPEN INSURANCE HOLDINGS LIMITED
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By:
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/s/ Christopher OKane
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Christopher OKane
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Chief Executive Officer
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The undersigned do hereby constitute and appoint Christopher OKane and Richard Houghton, and
each of them, our true and lawful attorneys and agents, to sign for us or any of us in our names
and in the capacities indicated below, any and all amendments (including post-effective amendments)
to this Registration Statement, or any related registration statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits
thereto and other documents required in connection therewith, and to do any and all acts and things
in our names and in the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable Aspen to comply with the Securities Act and any
rules, regulations and requirements of the Commission, in connection with this Registration
Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or either of
them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities indicated on the 4th day of November, 2008.
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Signature
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Title
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/s/ Glyn Jones
Glyn Jones
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Chairman and Director
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/s/ Christopher OKane
Christopher OKane
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Chief Executive Officer and Director (Principal
Executive Officer)
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/s/ Richard Houghton
Richard Houghton
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Chief Financial Officer and Director (Principal
Financial Officer)
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/s/ Liaquat Ahamed
Liaquat Ahamed
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Director
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/s/ Matthew Botein
Matthew Botein
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Director
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/s/ Richard Bucknall
Richard Bucknall
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Director
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/s/ John Cavoores
John Cavoores
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Director
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/s/ Ian Cormack
Ian Cormack
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Director
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/s/ Julian Cusack
Julian Cusack
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Director
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/s/ Heidi Hutter
Heidi Hutter
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Director
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/s/ David Kelso
David Kelso
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Director
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/s/ Norman Rosenthal
Norman L. Rosenthal
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Director
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/s/ Denise Tessier
Denise Tessier
(Authorized Representative in the United States)
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