Blue Capital Files Securities and Exchange Commission Form 25
March 19 2020 - 4:30PM
Blue Capital Reinsurance Holdings Ltd. (NYSE:BCRH, BSX:BCRH.BH)
("Blue Capital" or the “Company”) announces that today it has filed
a Form 25 (Notification of Removal from Listing and/or Registration
under Section 12(b) of the Securities Exchange Act of 1934) with
the U.S. Securities and Exchange Commission (the “SEC”) to
voluntarily withdraw its common shares from listing on the New York
Stock Exchange (“NYSE”). As a result of the Form 25, the Company
expects that the last trading day for its common shares on the NYSE
will be on March 30, 2020 (ten days from the date of the Form 25
filing). The Company will also withdraw its listing with the
Bermuda Stock Exchange prior to July 31, 2020.
After the effectiveness of the Form 25 filing, Blue
Capital expects to file a Form 15 with the SEC, requesting the
suspension of Blue Capital’s reporting obligations under Sections
13(a) and 15(d) of the Securities Exchange Act of 1934.
Following delisting and deregistration, the Company
believes that its common shares will continue to be quoted on the
OTC Pink Open Market (“OTC Pink”), a centralized electronic
quotation service operated by the OTC Markets for over-the-counter
securities. However, the Company can give no assurance that trading
in its common shares will continue in the future on the OTC Pink,
on any securities exchange, or in any other quotation
medium.
About Blue Capital
Blue Capital Reinsurance Holdings Ltd., through its
operating subsidiaries, previously offered collateralized
reinsurance in the property catastrophe market, leveraging
underwriting expertise and infrastructure from established
resources. Underwriting decisions, operations and other management
services are provided to the Company by Blue Capital Management
Ltd., a subsidiary of Sompo International Holdings Ltd. (a wholly
owned subsidiary of Sompo Holdings, Inc.), a recognized global
specialty provider of property and casualty insurance and
reinsurance and a leading property catastrophe and short tail
reinsurer since 2001. Additional information can be found in the
Company's public filings with the U.S. Securities and Exchange
Commission or at www.bcapre.bm.
ContactsInvestor RelationsPhone: +1 441 278
0988Email: investorrelations@Sompo-Intl.com
Safe Harbor for Forward-Looking
Statements
Some of the statements in this press release may
include, and the Company may make related oral forward-looking
statements which reflect our current views with respect to future
special dividends and financial performance. Such statements may
include forward-looking statements with respect to future special
dividends, our run-off financial performance and the insurance and
reinsurance sectors. Statements that include the words "should,"
"would," "expect," "estimates", "intend," "plan," "believe,"
"project," "target," "anticipate," "seek," "will," "deliver," and
similar statements of a future or forward-looking nature identify
forward-looking statements in this press release for purposes of
the U.S. federal securities laws or otherwise. We intend these
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements in the Private Securities
Litigation Reform Act of 1995.
All forward-looking statements address matters that
involve risks and uncertainties. Accordingly, there are or may be
important factors that could cause the Company’s run-off
performance and the timing and amount of special dividends to
differ materially from those indicated in the forward-looking
statements. These factors include, but are not limited to, greater
frequency or severity of claims and loss activity, uncertainties in
our reserving process, changes to our tax status, credit risk
related to our broker counterparties, assessments for high risk or
otherwise uninsured individuals, possible terrorism or the outbreak
of war, a loss of key personnel, political conditions, changes in
insurance regulation, operational risk, including the risk of fraud
and errors and omissions, as well as technology breaches or
failure, changes in accounting policies, our investment
performance, the valuation of our invested assets, a breach of our
investment guidelines, potential treatment of us as an investment
company or a passive foreign investment company for purposes of
U.S. securities laws or U.S. federal taxation, respectively, our
dependence as a holding company upon dividends or distributions
from our operating subsidiaries, the unavailability of capital in
the future, developments in the world’s financial and capital
markets, government intervention in the insurance and reinsurance
industry, illiquidity in the credit markets, changes in general
economic conditions and other factors described in our Annual
Report on Form 10-K for the year ended December 31,
2019.
The foregoing review of important factors should
not be construed as exhaustive and should be read in conjunction
with the other cautionary statements that are included herein and
elsewhere, including the risk factors included in the Company's
most recent report on Form 10-K and other documents of the Company
on file with the Securities and Exchange Commission. Any
forward-looking statements made in this material are qualified by
these cautionary statements, and there can be no assurance that the
actual special dividends, results or developments anticipated by
the Company will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on,
the Company or its business or operations. Except as required by
law, the Company undertakes no obligation to update publicly or
revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.
The contents of any website referenced in this
press release are not incorporated by reference herein.
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