Scottish Re Group Limited Announces Nonpayment of Dividends & Reminder Regarding the Current Cash Tender Offer for its Non-Cu...
March 07 2012 - 3:21PM
Business Wire
Scottish Re Group Limited ("Scottish Re" or the "Company")
announced today the determination by its Board of Directors
(“Board”) not to declare and pay a dividend on the April 15, 2012
dividend payment date for its Non-Cumulative Perpetual Preferred
Shares, liquidation preference $25 per share (the “Perpetual
Preferred Shares”) and issued a reminder about the previously
announced cash tender offer for its Perpetual Preferred Shares.
Determination Not to Declare and Pay a
Dividend on April 15, 2012
Although not restricted under the terms of the Perpetual
Preferred Shares from declaring and paying a dividend on the
upcoming April 15, 2012 dividend payment date, the Company’s Board
determined on March 1, 2012 at a regularly scheduled meeting of the
Board not to declare and pay a dividend for the April 15, 2012
dividend payment date. The Company has not paid dividends on the
Perpetual Preferred Shares since January 2008.
Tender Offer for Perpetual Preferred
Shares
As previously announced, the Company commenced on February 10,
2012 a cash tender offer (the "Offer") to purchase any and all of
its outstanding Perpetual Preferred Shares, other than the
Perpetual Preferred Shares that were subject to the Privately
Negotiated Transaction as described in the Company’s February 10,
2012 press release announcing the commencement of the Offer.
The Offer, which is being made pursuant to the Offer to
Purchase, dated February 10, 2012 (as it may be amended and
supplemented from time to time, the “Offer to Purchase”), and the
related Letter of Transmittal, dated February 10, 2012 (as it may
be amended and supplemented from time to time, the “Letter of
Transmittal”) and which is subject to the terms and conditions set
forth therein, seeks the tender by holders of Perpetual Preferred
Shares of any or all of their Perpetual Preferred Shares at a
purchase price of $16.00 per share. No dividends or any other
amounts will be paid to holders of Perpetual Preferred Shares with
respect to the Perpetual Preferred Shares purchased pursuant to the
Offer. The Offer remains open until March 9, 2012, unless extended
by the Company as described in the Offer to Purchase.
UBS Investment Bank is serving as Dealer Manager and D.F. King
& Co. is serving as Tender Agent for the Offer. Brokers and
other persons with questions regarding the Offer are encouraged to
contact UBS Investment Bank at (203) 719-4210 or toll free at (888)
719-4210. Requests for documents may be directed to D.F. King &
Co., the Information Agent, at (212) 269-5550 or toll free (888)
869-7406.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Perpetual Preferred Shares or
any other security. The Offer is made only pursuant to the Offer to
Purchase and the Letter of Transmittal. The Offer is not being made
to security holders in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the Offer is required to be made by a licensed broker or
dealer, it shall be deemed to be made by the Dealer Manager on
behalf of the Company.
About Scottish Re
Scottish Re is a global life reinsurance specialist, with its
principal executive office located in Bermuda. Its primary
operating subsidiaries include Scottish Annuity & Life
Insurance Company (Cayman) Ltd., Scottish Re (Dublin) Limited and
Scottish Re (U.S.), Inc.
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