Office 606, Level 6, Tower 1 Al Fattan Currency House International Financial Centre, PO Box 506646 Dubai, United Arab Emirates |
● | Andrew Poole, CIO, Tiberius Acquisition Corporation |
● | Wasef Jabsheh, Vice Chairman & CEO, International General Insurance |
● | Waleed Jabsheh, President, International General Insurance |
- | Lloyd’s is increasingly focused on portfolio remediation to improve underwriting profitability. |
- | Capacity reductions and complete withdrawals from several classes have been occurring and continue to do so. |
- | Several players have exited the Middle East markets entirely. |
- | Looking toward our strategy for utilizing additional capital, we will look to increase support to our current clients generating organic growth while working to potentially enter new markets such as the US E&S markets |
- | We are looking at setting up a Belgian based EU subsidiary and potentially re-entering a niche segment of the marine hull market. |
- | Longer term, we have the option to reactivate IGI’s existing Lloyd’s coverholder platform called North Star and leverage our core underwriting skills to manage third-party capital which will allow us to add scale and earnings without incremental balance sheet or underwriting risk. |
1. | Under the terms of the transaction as I mentioned up front, the estimated public market capitalization of the company will be approximately $550 million assuming there are no redemptions by Tiberius’s shareholders. |
2. | Pro-forma ownership is expected to consist of 43% of Tiberius shareholders inclusive of PIPE and forward purchase investors, 55% of IGI shareholders including 24% held by the Jabsheh Family and 2% of the SPAC sponsors. This information can also be found on slide 25 of the posted presentation. |
3. | Based on our assumed pro forma capitalization, IGI is expected to have approximately $120 million of additional equity capital at close relative to its current $316 million book value at June 30th 2019. This implies an estimated Price/Book multiple of 1.26x. We believe this is a very attractive entry point for investors as it represents a significant discount to the mean and median price to book multiples of publicly listed specialty insurer and reinsurer peers in the US, UK and Bermuda. Also, IGI has historically retained a 40% payout ratio resulting in a meaningful yearly regular dividend that is typically higher than most of its peers. You can find more detailed information about transaction metrics on slide 26 along with some peer comparison data on slide 37. |
Important Information About the Proposed Transaction and Where to Find It:
In connection with the proposed transaction, IGI Holdings intends to file a registration statement on Form F-4 (the “F-4”) with the Securities and Exchange Commission (the “SEC”) which will include a prospectus with respect to IGI Holding’s securities to be issued in connection with the proposed business combination and a proxy statement with respect to Tiberius’s stockholder meeting at which Tiberius’s stockholders will be asked to vote on the proposed transaction. Tiberius’s stockholders and other interested persons are advised to read, when available, the F-4 and the amendments thereto and other information filed with the SEC in connection with the proposed transaction, as these materials will contain important information about IGI, Tiberius, and the proposed transaction. When available, the proxy statement contained in the F-4 and other relevant materials for the proposed transaction will be mailed to stockholders of Tiberius as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the F-4 and other documents filed with the SEC, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Tiberius Acquisition Corp., 3601 N Interstate 10 Service Rd W, Metairie, LA 70002.
Participants in the Solicitation:
Tiberius, IGI, IGI Holdings, and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from Tiberius’s stockholders with respect to the proposed transaction. A list of the names of Tiberius’s directors and executive officers and a description of their interests in Tiberius is contained in Tiberius’s annual report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Tiberius Acquisition Corp., 3601 N Interstate 10 Service Rd W, Metairie, LA 70002, Attention: Bryce Quin. Additional information regarding the interests of such participants will be contained in the F-4.
IGI and certain of its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Tiberius in connection with the proposed transaction. A list of the names of such directors and executive officers will be included in the F-4 when available.
No Offer or Solicitation:
This document shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This document shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.