Exhibit 99.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-N
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
BY FOREIGN BANKS AND FOREIGN INSURANCE
COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES
AND FINANCE SUBSIDIARIES MAKING PUBLIC OFFERINGS
OF SECURITIES IN THE UNITED STATES
A. Name of issuer or person filing ("Filer"):
Aspen Insurance Holdings Limited
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B. This is (select one):
[X] an original filing for the Filer
[_] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: Aspen Insurance Holdings Limited
Form type: Form F-3
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File Number (if known):
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Filed by: Aspen Insurance Holdings Limited
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Date Filed (if filed concurrently, so indicate):
Filed concurrently herewith
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D. The Filer is incorporated or organized under the laws of (Name of the
jurisdiction under whose laws the filer is organized or incorporated)
Bermuda
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and has its principal place of business at (Address in full and
telephone number)
Victoria Hall, 11 Victoria Street, Hamilton HM 11, Bermuda
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(Telephone: 441-295-8201)
E. The filer designates and appoints (Name of United States person
serving as agent)
CT Corporation System ("Agent") located at (Address in full in the
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United States and telephone number)
111 Eighth Avenue, New York, NY 10011 (Telephone: 212-894-8600)
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as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by
the Commission, and
(b) any civil suit or action brought against the Filer or to which
the Filer has been joined as defendant or respondent, in any
appropriate court in any place subject to the jurisdiction of
any state or of the United States or any of its territories or
possessions or of the District of Columbia,
arising out of or based on any offering made or purported to be made in
connection with the securities registered by the Filer on Form (Name of
Form) F-3 filed on (Date) October 24, 2005, or any purchases or sales
of any security in connection therewith. The Filer stipulates and
agrees that any such civil suit or action or administrative proceeding
may be commenced by the service of process upon, and that service of an
administrative subpoena shall be effected by service upon, such agent
for service of process, and that the service as aforesaid shall be
taken and held in all courts and administrative tribunals to be valid
and binding as if personal service thereof had been made.
F. Each person filing this Form stipulates and agrees to appoint a
successor agent for service of process and file an amended FORM F-N if
the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time until six years have
elapsed from the date of the Filer's last registration statement or
report, or amendment to any such registration statement or report,
filed with the Commission under the Securities Act of 1933 or
Securities Exchange Act of 1934. Filer further undertakes to advise the
Commission promptly of any change to the Agent's name or address during
the applicable period by amendment of this Form referencing the file
number of the relevant registration form in conjunction with which the
amendment is being filed.
G. Each person filing this form undertakes to make available, in person or
by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by
the Commission staff, information relating to the securities registered
pursuant to the form referenced in paragraph E or transactions in said
securities.
The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the
City of Hamilton, Country of Bermuda
this 24th day of October 2005
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Filer: Aspen Insurance Holdings Limited
By (Signature and Title):
/s/ Julian Cusack
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Name: Julian Cusack
Title: Chief Financial Officer
This statement has been signed by the following persons in the capacities and on
the dates indicated.
(Signature) /s/ Michael J. Mitchell
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(Name) Michael J. Mitchell
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(Title) Vice President, Team Leader (CT Corporation)
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(Date) October 24, 2005
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Instructions
1. The power of attorney, consent, stipulation and agreement
shall be signed by the Filer and its authorized Agent in the
United States.
2. The name of each person who signs FORM F-N shall be typed or
printed beneath his signature. Where any name is signed
pursuant to a board resolution, a certified copy of the
resolution shall be filed with each copy of the Form. If any
name is signed pursuant to a power of attorney, a manually
signed copy of each power of attorney shall be filed with each
copy of the Form.
SEC'S COLLECTION OF INFORMATION
An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a currently valid control
number. Filing of this Form is mandatory. Rule 489 under the Securities Act of
1933 [17 CFR 230.489] requires foreign banks and foreign insurance companies and
holding companies and finance subsidiaries of foreign banks and foreign
insurance companies that are excepted from the definition of "investment
company" by virtue of rules 3a-1,3a-5, and 3a-6 under the Investment Company Act
of 1940 to file Form F-N to appoint an agent for service of process in the
United States when making a public offering of securities. The information
collected on Form F-N is publicly available. Any member of the public may direct
to the Commission any comments concerning the accuracy of the burden estimate of
this Form and any suggestions for reducing the burden of the Form. This
collection of information has been reviewed by the Office of Management and
Budget in accordance with the clearance requirements of 44 U.S.C. Section 3507.
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