CATCO REINSURANCE OPPORTUNITIES FUND LTD.

Transcription

1 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 on by the Company on 16 November 2017, 1 February 2018 and 15 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 ) Supplementary Prospectus Investment Manager Markel CATCo Investment Management Ltd. Placing Agent 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 20 March 2018.

2 1. PURPOSE OF THE SUPPLEMENTARY PROSPECTUS 1.1 This document constitutes a Supplementary Prospectus required under Prospectus Rules and and is being published to disclose the details of the significant new factors that have arisen as a result of the publication on 12 March 2018 of the Company's audited annual report and financial statements for the year ended 2017 (the "2017 Annual Report"). 1.2 The publication of the 2017 Annual Report constitutes a significant new factor relating to financial information contained in the Prospectus. By virtue of this document, the 2017 Annual Report is incorporated in, and forms part of, the Prospectus. 1.3 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. FINANCIAL INFORMATION ON THE COMPANY 2.1 Financial Information for the year ended 2017 The financial statements of the Company for the financial year ended on 2017, which are contained in the 2017 Annual Report, are incorporated by reference into this document. The Company's auditor, KPMG Audit Limited, has given an unqualified opinion that the financial statements present fairly, in all material respects, the financial position of the Company as of 2017 and the results of its operations and its cash flows for the year then ended in accordance with US generally accepted accounting principles. KPMG Audit Limited is registered to carry on audit work by the Chartered Professional Accountants of Bermuda. 2.2 Historical Financial Information The 2017 Annual Report, which is incorporated into this document by reference, includes on the pages specified in the table below, the following information: Nature of Information Page Number Independent Auditors' Report Statement of Assets and Liabilities 33 Statement of Operations 34 Statement of Changes in Net Assets 35 Statement of Cash Flows 36 Notes to Financial Statements Selected Financial Information The selected historical key financial information set out below has been extracted directly on a straightforward basis from the 2017 Annual Report in respect of the financial years ended on 2016 and

3 Total assets 463,956, ,226,497 Total Liabilities 339, ,283 Net assets 463,617, ,606,214 Net assets at the beginning of the period 437,103, ,617,125 Net assets at the end of the period 463,617, ,606,214 Net increase in net assets 26,513, ,989, Operating and Financial Review A description of changes in the performance and financial position of the Company is set out in the sections headed "Chairman's Statement," "Investment Manager's Review", "Strategic Report" and "Directors' Report" in the 2017 Annual Report as follows: Nature of Information Page Number Chairman's Statement 6 Investment Manager's Review 8 Strategic Report 15 Directors' Report SUPPLEMENTS TO THE SUMMARY In accordance with PR 3.4.2, as a result of the publication of the 2017 Annual Report, the summary contained in the Prospectus is supplemented as follows: THE FOLLOWING INFORMATION RELATES TO THE COMPANY. B.7 Selected historical key financial information The selected historical key financial information set out below has been extracted directly on a straightforward basis from the audited financial statements of the Company in respect of the financial years ended on 2014, 2015, 2016 and STATEMENT OF ASSETS AND LIABILITIES As at 2014 As at 2015 As at 2016 As at 2017 Total Assets Total liabilities Net Assets 363,936, ,386, ,956, ,226, , , , , ,725, ,103, ,617, ,606,214

4 STATEMENT OF CHANGES IN NET ASSETS Net assets at beginning of period Net assets at end of period Net (decrease)/ increase in net assets 409,0, ,725, ,103, ,617, ,725, ,103, ,617, ,606,214 (45,306,068) 73,377,801 26,513, ,989,089 During the period covered by the selected key financial information for the Company from 1 January 2014 to 2017, the significant change to the financial condition and operating results of the Company was as follows: the net assets have increased from US$409,0,695 to US$884,606,214. From 1 January 2018 to January 2018 (being the latest date as at which the net asset value of the Company has been calculated), the net assets increased to US$891,235,035. Save for this increase there has been no significant change in the financial condition and operating results of the Company from 1 January 2018 to the date of this Supplementary Prospectus. B.10 Qualification in the audit report Not applicable the audit reports on the historical financial information contained within the Prospectus, including as supplemented by this Supplementary Prospectus, are not qualified. 4. NO SIGNIFICANT CHANGE 4.1 The Company declared its annual dividend of US$ in respect of each Ordinary Share for the year to The record date for this dividend was 9 February This dividend was paid to holders of Ordinary Shares on 26 February Except as disclosed above, and except as disclosed in the supplementary prospectuses published by the Company on 1 February 2018 and 15 February 2018, there has been no significant change in the financial or trading position of the Company since 2017 (being the end of the last financial period of the Company for which financial information has been published). 5. RESPONSIBILITY 5.1 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

5 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. 5.2 Directors: James Keyes (Chairman) Alastair Barbour Margaret Gadow 6. DOCUMENTS AVAILABLE FOR INSPECTION Copies of this Supplementary Prospectus and the Annual Report will be available (subject to applicable law) on the Company's website at 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. 7. GENERAL 7.1 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. 7.2 Save as disclosed in this Supplementary Prospectus, or in the supplementary prospectuses published by the Company on 16 November 2017, 1 February 2018 and 15 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 20 March 2018