UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2013
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
| | | | |
| Bermuda | | 001-31909 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
141 Front Street
Hamilton HM 19
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-8201
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
On April 4, 2013, Aspen Insurance Holdings Limited (the “Company” or “Aspen”) issued a press release announcing an adjustment to the conversion rate on its 5.625% Perpetual Preferred Income Equity Replacement Securities (“Perpetual PIERS”), which has been attached as Exhibit 99.1.
Section 8 - Other Events
Item 8.01 Other Events.
Under the terms of the Perpetual PIERS, an adjustment to the conversion rate of the Perpetual PIERS is required to the extent there has been an increase in the dividends paid on Aspen’s ordinary shares. As a result of the increase in the quarterly dividends paid on ordinary shares from $0.15 to $0.17 payable on each of May 25, 2012, August 28, 2012, November 26, 2012 and March 7, 2013, the conversion rate was adjusted each quarter and is currently 1.7121 of Aspen’s ordinary shares per $50 liquidation preference of the Perpetual PIERS. This compares to the original conversion rate of 1.7077 of Aspen’s ordinary shares. The adjusted conversion rate is equivalent to an adjusted conversion price of $29.20 per share, compared to the original conversion price of $29.28 per share.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | The following exhibit is furnished under Item 7.01 as part of this report: |
| | |
| 99.1 | | Press Release of the Registrant, dated April 4, 2013 |
The information furnished under Item 7.01 “Regulation FD Disclosure” shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | ASPEN INSURANCE HOLDINGS LIMITED |
| | | | (Registrant) |
| | | |
| Dated: April 4, 2013 | | | | By: | | /s/ John Worth |
| | | | Name: | | John Worth |
| | | | Title: | | Chief Financial Officer |
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