United America Indemnity, Ltd. Announces Plans to Reincorporate in IrelandBy United America Indemnity Ltd., PRNE
Monday, February 15, 2010
GEORGE TOWN, Cayman Islands, February 16, 2010 - United America Indemnity, Ltd. (Nasdaq: INDM) (the "Company") announced
today that its Board of Directors has unanimously approved a plan to
re-domicile from the Cayman Islands to Ireland. The Company's shareholders
will be asked to vote in favor of completing the reorganization proposal at a
special shareholders meeting. If the proposal is accepted, the Company will
become a wholly-owned subsidiary of Global Indemnity plc., an Irish company.
(Logo: www.newscom.com/cgi-bin/prnh/20060706/MXTH001LOGO )
The Company previously announced that it is reconsidering its original
plan to re-domicile to Switzerland and has now determined that incorporating
in Ireland is in the best interests of both the Company and its shareholders.
The Company believes that Ireland offers an attractive business environment,
a highly educated and motivated professional workforce, a comprehensible
legal system grounded in Common Law, a sophisticated regulatory environment,
and an extensive global network of international treaties.
If the move to Ireland is approved by shareholders, the Company's Class A
common shares will be exchanged for Global Indemnity's Class A ordinary
shares on a 2 for 1 basis (2 UAI shares for 1 Global Indemnity share), which
will trade on The NASDAQ Global Select Market under the ticker symbol GBLI.
Global Indemnity will be subject to U.S. Securities and Exchange Commission
reporting requirements, the mandates of the U.S. Sarbanes-Oxley Act and the
corporate governance rules of NASDAQ. Global Indemnity will report its
consolidated financial results in U.S. dollars and under U.S. generally
accepted accounting principles. In addition to shareholder approval, the move
to Ireland is subject to an order from the Grand Court of the Cayman Islands
sanctioning the transaction.
Full details of the move, including the associated benefits and risks,
will be provided in the Company's proxy statement, which the Company filed
today in preliminary form with the SEC and will mail in definitive form to
shareholders as soon as it is available. The proxy statement and other
relevant documents filed by the Company with the SEC will be made available
free of charge at the SEC's website (www.sec.gov) or at the Company's website
The Company and its directors, executive officers and other employees may
be deemed to be participants in the solicitation of proxies in connection
with the proposed transaction. Information about the Company's directors and
executive officers will be available in the proxy statement filed with the
SEC in connection with the transaction. You can also find information about
the Company's directors and executive officers in the definitive proxy
statement filed on September 24, 2009. You may obtain free copies of these
documents from the Company using the contact information above. In addition,
these documents will also be available free of charge at the SEC's website
About United America Indemnity, Ltd.
United America Indemnity, Ltd. (Nasdaq: INDM), through its several direct
and indirect wholly owned subsidiary insurance and reinsurance companies, is
a national and international provider of excess and surplus lines and
specialty property and casualty insurance and reinsurance, both on an
admitted and non-admitted basis. The Company's four principal divisions
-- Insurance Operations: - Penn-America, which includes property and general liability products for small commercial businesses distributed through a select network of wholesale general agents with specific binding authority; -- United National, which includes property, general liability, and professional lines products distributed through program administrators with specific binding authority; -- Diamond State, which includes property, general liability, and professional lines products distributed through wholesale brokers and program administrators with specific binding authority. -- Reinsurance Operations: - Wind River Reinsurance Company, Ltd., a Bermuda based treaty and facultative reinsurer of excess and surplus lines and specialty property and casualty insurance.
This release contains forward-looking information about United America
Indemnity, Ltd. and the operations of United America Indemnity, Ltd. that is
intended to be covered by the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts.
These statements can be identified by the use of forward-looking terminology
such as "believe," "expect," "may," "will," "should," "project," "plan,"
"seek," "intend," or "anticipate" or the negative thereof or comparable
terminology, and include discussions of the reorganization to Ireland.
The business and operations of United America Indemnity, Ltd. is and will
be subject to a variety of risks, uncertainties and other factors.
Consequently, actual results and experience may materially differ from those
contained in any forward-looking statements. For example, the Company's
forward-looking statements about the re-domiciling and its anticipated
effects, offices and operations, stock trading matters, and tax and financial
matters could be affected by risks, including that the re-domiciling
transactions may not close, shareholders or regulators may not provide
required approvals, the Company may encounter difficulties moving
jurisdictions and opening new offices and functions, tax and financial
expectations and advantages might not materialize or might change, the
Company's stock price could decline, and Irish corporate governance and
regulatory schemes could prove different or more challenging than currently
expected. Risks, uncertainties and other factors that could cause the
Company's results and experience to differ from those projected include, but
are not limited to, the following: (1) the ineffectiveness of United America
Indemnity, Ltd.'s business strategy due to changes in current or future
market conditions; (2) the effects of competitors' pricing policies, and of
changes in laws and regulations on competition, including industry
consolidation and development of competing financial products; (3) greater
frequency or severity of claims and loss activity than United America
Indemnity, Ltd.'s underwriting, reserving or investment practices have
anticipated; (4) decreased level of demand for United America Indemnity,
Ltd.'s insurance products or increased competition due to an increase in
capacity of property and casualty insurers; (5) risks inherent in
establishing loss and loss adjustment expense reserves; (6) uncertainties
relating to the financial ratings of United America Indemnity, Ltd.'s
insurance subsidiaries; (7) uncertainties arising from the cyclical nature of
United America Indemnity, Ltd.'s business; (8) changes in United America
Indemnity, Ltd.'s relationships with, and the capacity of, its general
agents; (9) the risk that United America Indemnity, Ltd.'s reinsurers may not
be able to fulfill obligations; (10) investment performance and credit risk;
and (11) uncertainties relating to governmental and regulatory policies. The
foregoing review of important factors should be read in conjunction with the
other cautionary statements that are included in United America Indemnity,
Ltd.'s Annual Report on Form 10-K for the fiscal year ended December 31,
2008, as well as in the materials filed and to be filed with the U.S.
Securities and Exchange Commission (SEC). United America Indemnity, Ltd. does
not make any commitment to revise or update any forward-looking statements in
order to reflect events or circumstances occurring or existing after the date
any forward-looking statement is made.
Linda Hohn, Associate General Counsel, United America Indemnity, Ltd., +1-610-660-6862, lhohn at uai-group.com
Tags: cayman islands, February 16, George town, ireland, United America Indemnity Ltd.