UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ASPEN INSURANCE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in its Charter)
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| Bermuda | | Not Applicable |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
141 Front Street
Hamilton HM 19
Bermuda
Telephone: (441) 295-8201
(Address of Principal Executive Offices)
(Telephone)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered | | Name of each exchange on which each class is to be registered |
5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares | | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates:
333-187742
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby are the 11,000,000 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares (the “Preference Shares”) of Aspen Insurance Holdings Limited (the “Company”). For a description of the Preference Shares being registered hereunder, reference is made to the information set forth under the heading “Description of the Preference Shares” in the Company’s Prospectus Supplement dated April 25, 2013 and filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”) on April 29, 2013, relating to the Company’s Registration Statement on Form S-3 (File No. 333-187742) filed with the SEC on April 5, 2013, as amended from time to time (the “Registration Statement”), which information is hereby incorporated by reference herein.
The following exhibits shall be, or have been, filed with the New York Stock Exchange, Inc. or the SEC:
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| 3.1 | | Certificate of Incorporation and Memorandum of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s 2003 Registration Statement on Form F-1 (Registration No. 333-110435) filed on November 12, 2003). |
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| 3.2 | | Amendments to the Memorandum of Association of the Company (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on May 4, 2009). |
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| 3.3 | | Amended and Restated Bye-laws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 4, 2009). |
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| 4.1 | | Form of stock certificate evidencing the 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 2, 2013). |
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| 4.2 | | Certificate of Designation of the Company’s 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 2, 2013). |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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ASPEN INSURANCE HOLDINGS LIMITED (Registrant) |
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| By: | | /s/ John Worth |
| Name: | | John Worth | | |
| Title: | | Chief Financial Officer | | |
Date: May 2, 2013
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