XL Group plc's ordinary shareholders have approved a scheme of arrangement that will change the place of incorporation of the ultimate parent holding company to Bermuda from Ireland.
XL shareholders also approved other proposals necessary for the redomestication to proceed as set forth in the company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 11, 2016.
The redomestication remains subject to receipt of necessary regulatory approvals, satisfaction of other conditions, and sanctioning by the High Court of Ireland. A hearing before the High Court of Ireland to sanction the scheme of arrangement currently is scheduled for July 20, 2016.
XL said in a statement that it expects to complete the redomestication in the third quarter of this year.
XL's chief executive officer, Michael S. McGavick, said, “We are pleased that our shareholders are supportive of our plan to set up our corporate home in Bermuda. Given, in particular, our longstanding and substantial operations in Bermuda that have been bolstered by the Catlin Group Limited acquisition, and Bermuda's position within the international reinsurance market, including Bermuda's recent achievement of Solvency II equivalency, we believe a change in the country of domicile of our parent company to Bermuda will be advantageous to the company and its shareholders.”
To effect the redomestication, a new Bermuda exempted company, XL Group Ltd, will replace XL Group plc as the ultimate holding company of the XL group of companies, and the company's ordinary shareholders will receive one common share of the new Bermuda company in exchange for each ordinary share of the company held by them.
XL Group Ltd will be registered with the SEC under the Securities Exchange Act of 1934, as amended, and will be subject to SEC reporting requirements applicable to domestic registrants. Further, XL Group Ltd will be subject to the applicable corporate governance rules of the New York Stock Exchange (“NYSE”), and will report its financial results in U.S. dollars and under U.S. generally accepted accounting principles. XL Group Ltd's shares will trade on the NYSE under the ticker symbol “XL” and it is expected to be included in the S&P 500 Index.
Learn more: www.xlgroup.com.
Victoria Spears
Victoria Prussen Spears is senior vice president of Meyerowitz Communications Inc., a law firm marketing communications consulting company. A graduate of Sarah Lawrence College and Brooklyn Law School, Ms. Spears was an attorney at a leading New York City law firm before joining Meyerowitz Communications. She may be contacted at [email protected].