Blue Capital Files Securities and Exchange Commission Form 15
March 30 2020 - 4:30PM
Blue Capital Reinsurance Holdings Ltd. (NYSE:BCRH) ("Blue Capital"
or the “Company”) announces that today it has filed a Form 15 with
the U.S. Securities and Exchange Commission (the “SEC”) to
voluntarily deregister its common stock and suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). As a result of the Form 15 filing, the
Company will no longer be required to file certain reports under
the Exchange Act, including quarterly reports on Form 10-Q, annual
reports on Form 10-K, and current reports on Form 8-K.
On March 19, 2020, the Company 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 SEC in order to
voluntarily delist its common shares from the New York Stock
Exchange (“NYSE”). The last trading day for the Company’s common
shares on the NYSE was today, March 30, 2020. The Company will also
withdraw its listing with the Bermuda Stock Exchange prior to July
31, 2020.
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.
The Company intends to post important notices and proxy
materials on its website going forward. The Company currently
intends to provide at least limited financial information,
primarily related to its liquidation process and remaining cash
resources, although there can be no assurances that the Company
will undertake to provide, or continue to provide, such limited
information.
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
Contacts
Investor Relations
Phone: +1 441 278 0988
Email: 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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