Blue Capital Reinsurance Holdings Ltd. is ceasing active operations.
The company said in a statement that it will pursue an orderly run-off of its liabilities and in-force portfolio and will return capital to shareholders as it winds up its operations.
Blue Capital added that as and when capital becomes available after settlement of existing liabilities and expenses, and in accordance with all applicable regulatory requirements, it expects to declare special distributions to shareholders as it winds up its affairs and operations.
The company said that it currently expects, based on management's best available estimates, that 20 percent of its existing shareholders' equity as of June 30, 2019 will have been distributed or will become available for distribution in the remainder of 2019, 65 percent will become available for distribution in 2020, and 15 percent will become available subsequent to 2020.
Blue Capital added that it expects the first of these special distributions to be declared on or about August 30, 2019.
The company said that it will remain exposed to the performance of its underlying in-force reinsurance treaties and the future release of collateral held in trust under the terms of underlying expired reinsurance treaties during the run-off of its business. Accordingly, it continued, the amount to be received by shareholders and the timing of those receipts will depend on the performance of those underlying in-force treaties among other factors, including applicable regulatory approvals for such distribution. The timing and ultimate amount of special distributions ultimately could be materially adversely impacted by unforeseen events and the ultimate development and settlement of existing losses and loss adjustment expenses, the company said.
Michael McGuire, the company's chairperson and chief executive officer, stated, “Recognizing the valuation level of the company's common shares in the public markets, the board of directors determined that an orderly runoff of the company's liabilities and return of the company's capital through special distributions is the best course of action to maximize value for our shareholders.”
Blue Capital said that it intends to delist its common shares from the New York Stock Exchange and the Bermuda Stock Exchange prior to March 31, 2020. Following delisting, the company said, it intends to file a Form 15 with the U.S. Securities and Exchange Commission to terminate the registration of its shares and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended.
After the filing of the Form 15, Blue Capital said, it will no longer be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, or other required reports under the Exchange Act (assuming that the number of record shareholders of the company remain below certain thresholds in the future). The Exchange Act deregistration will be effective 90 days after the filing of the Form 15.
Following delisting and deregistration, Blue Capital added, it believes that its common shares will continue to be quoted on the OTC Pink, a centralized electronic quotation service operated by the OTC Markets for over-the-counter securities. However, Blue Capital noted, it could give no assurance that trading in its common shares would continue in the future on the OTC Pink, on any securities exchange, or in any other quotation medium.
Learn more: www.bcapre.bm.

