Publication of Suppl.Prospcts
Updated : 16:01
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Supplementary Prospectus you should consult your accountant, legal or professional adviser, financial adviser or a person authorised for the purposes of the Financial Services and Markets Act 2000, as amended, who specialises in advising on the acquisition of shares and other securities.
This document comprises a supplementary prospectus relating to CATCo Reinsurance Opportunities Fund Ltd. (the "Company") prepared in accordance with Prospectus Rules made under Part VI of the Financial Services and Markets Act 2000 ("FSMA") (the "Supplementary Prospectus"). This Supplementary Prospectus has been filed with the Financial Conduct Authority (the "FCA") and has been made available to the public in accordance with section 3.2 of the Prospectus Rules. This Supplementary Prospectus has been approved as a supplementary prospectus under section 87A of FSMA. This Supplementary Prospectus is supplemental to and must be read in conjunction with, and in the context of, the prospectus published by the Company on 7 November 2017 (the "Prospectus"), the supplementary prospectuses published by the Company on 16 November 2017 and 1 February 2018 and any further supplementary prospectuses that may be published in future.
The Company and its Directors each accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
CATCO REINSURANCE OPPORTUNITIES FUND LTD.
(incorporated and registered as an exempted mutual fund company in Bermuda with registered no. 44855)
Supplementary Prospectus
Investment Manager | Bookrunner and Financial Adviser |
Markel CATCo Investment Management Ltd.
| Numis Securities Limited |
Numis is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and is not advising any other person or treating any other person as its customer in relation to the Placing Programme or any Subsequent Placing or to the matters referred to in this Supplementary Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for affording advice in relation to the Placing Programme or any Subsequent Placing. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regime established thereunder, Numis accepts no responsibility whatsoever for the contents of this Supplementary Prospectus or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the New Shares. Numis accordingly disclaims all and any liability, whether arising in tort or contract or otherwise (save as referred to above), which it might otherwise have in respect of this Supplementary Prospectus or any such statement.
The Bermuda Stock Exchange takes no responsibility for the contents of this Supplementary Prospectus, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Supplementary Prospectus.
The Bermuda Monetary Authority, the Registrar of Companies in Bermuda and the Minister of Finance of Bermuda accept no responsibility for the accuracy of any statements made or opinions expressed in this Supplementary Prospectus.
The distribution of this Supplementary Prospectus in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis that would permit an offer of the New Shares or possession or distribution of the Prospectus or this Supplementary Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this Supplementary Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Supplementary Prospectus is dated 15 February 2018.
1. PURPOSE OF THE SUPPLEMENTARY PROSPECTUS
1.1 This document constitutes a Supplementary Prospectus required under Prospectus Rule 3.4.1 and is being published to disclose new information in respect of the Current Portfolio, which constitutes a significant new factor in relation to the information set out in the Prospectus.
1.2 Words and phrases defined in the Prospectus shall have the same meaning in this Supplementary Prospectus unless otherwise defined or the context requires otherwise.
2. Update on the Current Portfolio
2.1 The following paragraphs provide an update in respect of the Side Pocket Investments that form part of the Current Portfolio in respect of the Ordinary Shares and to which holders of Ordinary Shares (but not C Shares) are exposed. These paragraphs supplement, and should be read in conjunction with, the description of the Current Portfolio on pages 74 to 78 of the Prospectus, and in particular the section headed "Side Pocket Investments" on pages 77 to 78, together with such updates to those pages as are contained in the supplementary prospectus of the Company that was published on 1 February 2018.
2.2 The total Side Pocket Investments held by the Company as at 31 December 2017 by calendar year of underwriting, as a percentage of the Net Asset Value of the Ordinary Shares as at 1 January 2017, are as follows:
(a) 2015 Side Pocket Investments: c. 1.2 per cent. (versus c. 3.2 per cent. of the total Net Asset Value of the Ordinary Shares as at 31 December 2016);
(b) 2016 Side Pocket Investments: c. 6.1 per cent. (versus c. 7.1 per cent. of the total Net Asset Value of the Ordinary Shares and C Shares[1] as at 31 December 2016); and
(c) 2017 Side Pocket Investments: c. 41.5 per cent.
2.3 After taking into account:
(a) the 2017 Side Pocket Investments;
(b) the Company's loss reserves, which have been increased in respect of certain 2017 events as further described in the Company's supplementary prospectus dated 1 February 2018; and
(c) payment of the 2017 annual dividend, which was announced by the Company on 31 January 2018,
approximately 35 per cent. of the total Net Asset Value of the Ordinary Shares as at 31 December 2017 has been reinvested by the Company in its 2018 portfolio in respect of the Ordinary Shares. The assets of the Company that represent Side Pocket Investments are held on trust in money market funds rated "AAA" by Standard & Poor's.
2.4 The information on the Current Portfolio contained in this Supplementary Prospectus is unaudited.
3. NO SIGNIFICANT CHANGE
Save as otherwise stated in this Supplementary Prospectus or in the supplementary prospectuses published by the Company on 16 November 2017 and 1 February 2018, and for the declaration by the Directors of an annual dividend of $0.05476 in respect of each Ordinary Share for the year to 31 December 2017, as announced on 31 January 2018, there has been no significant change in the financial or trading position of the Company since 7 November 2017, being the date on which the Prospectus was published.
4. RESPONSIBILITY
4.1 The Directors, whose names appear below, and the Company accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Directors and the Company (who have all taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information.
4.2 Directors:
James Keyes (Chairman)
Alastair Barbour
Margaret Gadow
5. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of this Supplementary Prospectus will be available (subject to applicable law) on the Company's website at www.catcoreoppsfund.com and for collection, free of charge during normal business hours, from the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London, EC1A 2FG and at the registered office of the Company until 6 November 2018 or the earlier termination of the Placing Programme.
6. GENERAL
6.1 To the extent that there is any inconsistency between any statement in or incorporated by reference in this Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in or incorporated by reference in this Supplementary Prospectus will prevail.
6.2 Save as disclosed in this Supplementary Prospectus or in the supplementary prospectuses published by the Company on 16 November 2017 and 1 February 2018, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.
This Supplementary Prospectus is dated 15 February 2018
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