Primus Guaranty, Ltd. Convenes Special General Meeting of Shareholders to Consider Members’ Voluntary Liquidation (10/27/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (the “Company”) (OTC PINK:PRSG) today announced that its Board of Directors is convening a Special General Meeting of Shareholders for the purpose of seeking shareholder approval to wind up the Company by way of a members’ voluntary liquidation under the Companies Act 1981 of Bermuda. The Special General Meeting will be held on November 20, 2014 at 4:00 P.M., Eastern Time/5:00 P.M., Atlantic Time, at Deloitte, Ltd., Corner House, 20 Parliament Street, Hamilton HM 12, Bermuda.
A copy of the Notice of Special General Meeting of Shareholders and the related Proxy Statement are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com as well as at www.envisionreports.com/prsg. These proxy materials are first being sent or given to shareholders of the Company on or about October 27, 2014. The record date for the Special General Meeting is October 22, 2014.
Upon commencement of the voluntary liquidation, if approved by the shareholders, the Company’s stock transfer books, known under the Companies Act as the Register of Members, will be frozen, and the Company’s transfer agent will not record or recognize any subsequent assignments or transfers of the Company’s common shares, par value $0.08 per share (“Common Shares”) made by registered shareholders. Securities brokers, however, may continue to make a market for the Common Shares held in street name, and the Common Shares may continue to be traded in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets Pink Sheets or the OTC Bulletin Board. There can be no assurance, however, that such trading will continue on the OTC Markets Pink Sheets, the OTC Bulletin Board, or otherwise. In addition, the market liquidity of the Common Shares may be reduced and, as a result, investors may find it more difficult to dispose of, or obtain accurate quotations for the price of, the Common Shares, if they are able to trade the Common Shares at all.
The Company has adopted a Plan of Liquidation for U.S. Federal Income Tax Purposes and has, to date, made three partial liquidating distributions pursuant to such Plan aggregating $10.70 per Common Share. During the voluntary liquidation the Company may pay one or more additional distributions, including, at the completion of the voluntary liquidation, a final distribution to shareholders. However, the Company is unable to predict the amount or timing of any subsequent partial or final liquidating distribution, which will depend upon the expenses incurred by the Company, the timing of the resolution of matters for which the Company has established reserves, the amount to be paid in satisfaction of contingencies, and the Company’s ability to convert any remaining non-cash assets into cash, among other things.
Primus Guaranty, Ltd.
Investor Relations, 212-697-1992