AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 2003.
REGISTRATION NO. 333-110435
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
BERMUDA 6331 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
VICTORIA HALL
11 VICTORIA STREET
HAMILTON HM 11
BERMUDA
TELEPHONE: (441) 295-8201
FACSIMILE: (441) 295-1829
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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CT CORPORATION SYSTEM
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
TELEPHONE: (212) 590-9200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
MICHAEL GROLL, ESQ. JOSEPH D. FERRARO, ESQ. GARY I. HOROWITZ, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. SIMPSON THACHER & BARTLETT LLP
125 WEST 55TH STREET NO. 1 MINSTER COURT 425 LEXINGTON AVENUE
NEW YORK, NY 10019-5389 MINCING LANE NEW YORK, NY 10017-3954
TELEPHONE: (212) 424-8000 LONDON, EC3R 7AA TELEPHONE: (212) 455-7113
FACSIMILE: (212) 424-8500 TELEPHONE: 011-44-207-459-5000 FACSIMILE: (212) 455-2502
FACSIMILE: 011-44-207-459-5099
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Approximate date of commencement of the proposed sale of the securities to
the public: As soon as practicable after the Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed
Title Of Each Class Of Maximum Aggregate Amount Of
Securities To Be Registered Offering Price(1)(2) Registration Fee
- ------------------------------------------------------ ---------------------- -----------------
Ordinary Shares, par value 0.15144558 cents per share $250,000,000 $20,225(3)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Includes shares subject to the underwriters' over-allotment option.
(3) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registration Statement is
solely to file certain exhibits to the Registration Statement, as set forth in
Item 8(a) of Part II.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses payable by the Registrant in
connection with the issuance and distribution of the ordinary shares being
registered hereby. All of such expenses are estimates, other than the filing
and quotation fees payable to the Securities and Exchange Commission ("SEC" or
"Commission"), the National Association of Securities Dealers, Inc. and the New
York Stock Exchange.
Securities and Exchange Commission Filing Fee ..................... $ 20,225
National Association of Securities Dealers, Inc. Filing Fee ....... 25,500
New York Stock Exchange Listing Fee ............................... 150,000
Fees and Expenses of Company and Shareholders' Counsels ........... 3,400,000
Printing Expenses ................................................. 250,000
Fees and Expenses of Accountants .................................. 2,900,000
Blue Sky Fees and Expenses ........................................ 5,000
Transfer Agent and Registrar Fees ................................. 5,000
Miscellaneous Expenses ............................................ 700,000
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Total ............................................................. $7,455,725
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* To be provided by amendment.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bye-Law 145 of the Registrant's bye-laws provides, among other things,
that, subject to certain provisos, the Registrant's directors, officers or any
other person appointed to a committee of the board of directors and any
resident representative (and their respective heirs, executors or
administrators; collectively, the "Indemnified Persons") shall be indemnified
and held harmless out of the assets of the Registrant against all liabilities,
loss, damage or expense (including but not limited to liabilities under
contract, tort and statute or any applicable foreign law or regulation and all
reasonable legal and other costs and expenses properly payable) incurred or
suffered by him by or by reason of any act done, conceived in or omitted in the
conduct of the Registrant's business or in the discharge of his duties and the
indemnity contained in Bye-Law 145 shall extend to the Indemnified Persons of
the Registrant acting in any office or trust in the reasonable belief that he
has been appointed or elected to such office or trust notwithstanding any
defect in such appointment or election provided always that the indemnity
contained in this Bye-Law 145 shall not extend to any matter which would render
it void under the Companies Acts.
Bye-Law 149 of the Registrant's bye-laws provides that each shareholder
and the Registrant agree to waive any claim or right of action he or it may at
any time have, whether individually or by or in the right of the Registrant,
against any director or officer of the Registrant on account of any action
taken by such director or officer or the failure of such director or officer to
take any action in the performance of his duties with or for the Registrant,
provided, however, that such waiver shall not apply to any claims or rights of
action arising out of the fraud of such director or officer or to recover any
gain, personal profit or advantage to which such director or officer is not
legally entitled.
The Companies Act provides that a Bermuda company may indemnify its
directors in respect of any loss arising or liability attaching to them as a
result of any negligence, default, breach of duty or breach of trust of which
they may be guilty. However, the Companies Act also provides that any
provision, whether contained in the Company's bye-laws or in a contract or
arrangement between the
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Company and the director, indemnifying such director against any liability
which would attach to him in respect of his fraud or dishonesty will be void.
The Registrant has purchased directors and officers liability insurance
policies. Such insurance will be available to the Registrant's directors and
officers in accordance with its terms. In addition, certain directors may be
covered by directors and officers liability insurance policies purchased by
their respective employers, subject to the limitation of the policy terms.
Reference is made to the form of Underwriting Agreement to be filed as
Exhibit 1.1 hereto for provisions providing that the Underwriters are
obligated, under certain circumstances, to indemnify the directors, certain
officers and the controlling persons of the Registrant against certain
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES
Since its formation, the Registrant has issued unregistered securities as
described below. None of the transactions involved any underwriters,
underwriting discounts or commissions, or any public offering and the
Registrant believes that each transaction, if deemed to be a sale of a
security, was exempt from the registration requirements of the Securities Act
by virtue of Section 4(2) thereof, Regulation D promulgated thereunder, Rule
701 pursuant to compensatory benefit plans and contracts relating to
compensation as provided under Rule 701 or Regulation S for offerings of
securities outside of the United States. The recipients of securities in each
such transaction represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof, such securities were restricted as to transfers and
appropriate legends were affixed to the share certificates and instruments
issued in such transactions.
o On June 21, 2002, the Registrant sold 24,859,590 ordinary shares to
certain accredited investors and members of management of the
Registrant for an aggregate price of $372,893,850 (based on the
British Pound/U.S. Dollar exchange rate on such date at (pounds
sterling)1 to $1.5000). The sale of ordinary shares was made in
reliance on Section 4(2) of the Securities Act.
o On October 16, 2002, the Registrant sold 4,625,070 ordinary shares to
Wellington for an aggregate price of $73,052,040 (based on the British
Pound/U.S. Dollar exchange rate on such date at (pounds sterling)1 to
$1.5543). The sale of ordinary shares was made in reliance on Section
4(2) of the Securities Act.
o On November 19, 2002, the Registrant sold 4,874,930 ordinary shares
to Wellington for an aggregate price of $79,044,003 (based on the
British Pound/U.S. Dollar exchange rate on such date at (pounds
sterling)1 to $1.5884). The sale of ordinary shares was made in
reliance on Section 4(2) of the Securities Act.
o On November 29, 2002, the Registrant sold 2,555,230 ordinary shares
to Wellington for an aggregate price of $40,497,797 (based on the
British Pound/U.S. Dollar exchange rate on such date at (pounds
sterling)1 to $1.5523). The sale of ordinary shares was made in
reliance on Section 4(2) of the Securities Act.
o On November 29, 2002, the Registrant sold 19,951,320 ordinary shares
to certain accredited investors and members of management of the
Registrant for an aggregate price of $299,269,800 (based on the
British Pound/U.S. Dollar exchange rate on June 21, 2002 at (pounds
sterling)1 to $1.5000 since this subscription was the second part of
the June 21, 2002 subscription). The sale of ordinary shares was made
in reliance on Section 4(2) of the Securities Act.
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o The Registrant issued 10,220 ordinary shares to employees and
directors of the Registrant and its subsidiaries during the period of
May 23, 2002 to December 31, 2002 for a total consideration of
$164,542 (based on the British Pound/U.S. Dollar exchange rate at
(pounds sterling)1 to $1.6100). The sale of ordinary shares was made
in reliance on Section 4(2) of the Securities Act.
o On February 11, 2003, the Registrant issued 43,420 ordinary shares to
employees of the Registrant and its subsidiaries for a total
consideration of $707,746 (based on the British Pound/U.S. Dollar
exchange rate on such date at (pounds sterling)1 to $1.6300). The
sale of ordinary shares was made in reliance on Section 4(2) of the
Securities Act.
o On August 13, 2003, the Registrant issued 4,340 ordinary shares to
employees of the Registrant and its subsidiaries for a total
consideration of $67,461 (based on the British Pound/U.S. Dollar
exchange rate on such date at (pounds sterling)1 to $1.5544). The
sale of ordinary shares was made in reliance on Section 4(2) of the
Securities Act.
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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1.1 Underwriting Agreement*
3.1 Certificate of Incorporation and Memorandum of Association of Registrant
3.2 Amended and Restated Bye-laws of Registrant**
4.1 Specimen Ordinary Share Certificate
4.2 Amended and Restated Instrument Constituting Options to Subscribe for Shares in
Aspen Insurance Holdings Limited*
5.1 Opinion of Appleby, Spurling & Kempe*
10.1 Amended and Restated Shareholders' Agreement, dated as of September 30, 2003
among the Registrant and each of the persons listed on Schedule A thereto
10.2 Form of Third Amended and Restated Registration Rights Agreement dated as of
November 14, 2003 among the Registrant and each of the persons listed on Schedule 1
thereto
10.3 Management Services Contract dated June 21, 2002 between Christopher O'Kane and
Aspen Insurance U.K. Services Limited*
10.4 Service Agreement dated June 21, 2002 between Julian Cusack and the Registrant*
10.5 Management Services Contract dated June 21, 2002 between Sarah Davies and Aspen
Insurance UK Services Limited*
10.6 Management Services Contract dated June 21, 2002 between David May and Aspen
Insurance UK Services Limited*
10.7 Aspen Insurance Holdings Limited 2003 Share Incentive Plan
10.8 Three-Year Credit Agreement dated August 26, 2003 among the Registrant, Barclays
Bank plc and the Lenders named therein
10.9 364-Day Credit Agreement dated August 26, 2003 among the Registrant, Barclays
Bank plc and the Lenders named therein
10.10 Quota Share Agreement between Syndicate 3030 and Aspen Insurance UK Limited,
dated October 21, 2003 reflecting the slip agreement entered into on June 12, 2002**
10.11 Slip agreement for quota share entered into June 6, 2002 between National Indemnity
Company and Aspen Insurance UK Limited
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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10.12 Qualifying Quota Share Agreement between Wellington Underwriting, Syndicate 2020
and Aspen Insurance UK Limited dated April 15, 2003**
10.13 Slip Agreement for Property Risk Excess of Loss Reinsurance Quota Share Treaty
between Aspen Insurance UK Limited and Montpelier Reinsurance Ltd., dated June
20, 2002
10.14 Slip Agreement for Quota Share Treaty of Wellington Underwriting Inc. Property
Business between Aspen Insurance UK Limited and Montpelier Reinsurance Ltd.,
dated June 20, 2002
10.15 Slip Agreement for Quota Share Treaty of Wellington Underwriting Inc. Auto Liability
Business between Aspen Insurance UK Limited and Montpelier Reinsurance Ltd.,
dated June 20, 2002
21.1 Subsidiaries of the Registrant**
23.1 Consent of KPMG Audit Plc**
23.2 Consent of Appleby, Spurling & Kempe*
23.3 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
24.1 Power of Attorney by Paul Myners**
24.2 Power of Attorney by Julian Avery**
24.3 Power of Attorney by Ian Cormack**
24.4 Power of Attorney by Heidi Hutter**
24.5 Power of Attorney by Prakash Melwani**
24.6 Power of Attorney by Bret Pearlman**
24.7 Power of Attorney by Norman Rosenthal**
24.8 Power of Attorney by Kamil M. Salame**
24.9 Power of Attorney by Anthony Taylor**
99.1 Form F-N
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* To be filed by amendment.
** Previously filed.
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ITEM 9. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton, Bermuda, on the 25th day of November, 2003.
Aspen Insurance Holdings Limited
By: /s/ Christopher O'Kane
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Name: Christopher O'Kane
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on the 25th day of November, 2003.
SIGNATURE TITLE
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* Chairman and Director
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Paul Myners
/s/ Christopher O'Kane Chief Executive Officer and Director
- ----------------------------- (Principal Executive Officer)
Christopher O'Kane
/s/ Julian Cusack Chief Financial Officer and Director
- ----------------------------- (Principal Financial Officer and
Julian Cusack Principal Accounting Officer)
* Director
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Julian Avery
* Director
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Ian Cormack
* Director
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Heidi Hutter
* Director
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Prakash Melwani
* Director
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Bret Pearlman
* Director
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Norman L. Rosenthal
* Director
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Kamil M. Salame
* Director
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Anthony Taylor
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SIGNATURE
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*
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Bret Pearlman
(authorized representative in the
United States)
*By: /s/ Julian Cusack
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Attorney-in-fact
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