XL Group’s $4 billion merger with Catlin in 2015 has led the insurance and reinsurance giant to look at its second change of incorporation in six years.
The Ireland based holding company for XL Catlin disclosed it wants to change its place of incorporation to Bermuda, largely because of its acquisition of Bermuda-based Catlin, which has increased its presence in the country.
Plans call for submitting a “redomestication proposal” to shareholders within the next several months, with an eye on completing the switch by the 2016 third quarter. The switch will depend on regulatory and shareholder approvals, as well as satisfaction of conditions by the High Court of Ireland.
CEO Michael McGavick noted that XL has had robust operations in Bermuda since 1986, but that grew substantially following its “transformative” acquisition of Catlin. Another factor he said is leading to the incorporation change: Bermuda now has been determined fully equivalent to the European Union’s Solvency II regulations on minimum capital standards that kicked in this year.
“Following the Catlin transaction, and with the recent determination of full Solvency II equivalence for Bermuda, it has been concluded that [the Bermuda Regulatory Authority] is best situated to serve as XL’s group-wide supervisor and to approve XL’s internal capital model,” McGavick said in prepared remarks. “This is a change that we believe will benefit XL’s clients, partners and shareholders alike.”
XL last changed its place of incorporation in 2010, from the Cayman Islands to Ireland. At the time, McGavick explained the move was “in the best interests of XL and our shareholders”. He also said that particular move would “reduce certain risks” that could hurt it and help it reinforce its reputation and support global operations.
Once the change of incorporation is made, holding company XL Group plc would become XL Group Ltd. Plans call for ordinary shareholders to get one common share of the new Bermuda company in exchange for each regular share of the existing, Ireland-based one. XL would still be registered with the U.S. Securities and Exchange Commission, and also be subject to New York Stock Exchange corporate government rules.
XL’s NYSE ticker symbol would also remain the same: “XL.”
Source: XL Group