Primus Guaranty, Ltd. Commences Members’ Voluntary Liquidation (11/20/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (the “Company”) (OTC PINK:PRSG) today announced that at a Special General Meeting of Shareholders held on November 20, 2014 its shareholders approved a proposal to wind up the Company by way of a members’ voluntary liquidation under the Companies Act 1981 of Bermuda. Mr. Mark W.R. Smith, of Deloitte Ltd., was appointed by the shareholders as the Company’s Liquidator. Certain other proposals ancillary to the voluntary liquidation and Mr. Smith’s appointment, all of which are described in the Company’s proxy statement for the Special General Meeting and 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, also were approved by the shareholders.
With the commencement of the voluntary liquidation, the powers and authorities of the Company’s Directors and management have ceased and been assumed by the Liquidator. In addition, the Company’s stock transfer books, known under the Companies Act as the Register of Members, are now 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, and at the completion of the voluntary liquidation expects to pay a final distribution to shareholders of record on the date the voluntary liquidation commences. 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