Global Indemnity, plc announced Monday that its board of directors unanimously approved a plan to redomicile from Ireland to the Cayman Islands.
Shareholders will be asked to vote in favor of completing the reorganization proposal at a special shareholders meeting. If the proposal is accepted, a Cayman Islands exempted company, Global Indemnity Limited, would replace Global Indemnity plc as the ultimate holding company of the Global Indemnity group of companies.
In a statement, the company said it does not expect the redomestication will have any material impact on its financial results, or on its global effective tax rate.
Explaining the reason for the move, the Global Indemnity announcement said that the Company believes that the Cayman Islands offers a business friendly regulatory environment and a predictable legal framework. Together the regulatory and legal landscape simultaneously provides both corporate certainty and shareholder protections and a flexible and stable corporate governance framework in which the board of directors has latitude to exercise its judgment in the best interests of the company.
The Cayman Islands also offer a beneficial tax regime, the statement said.
If the move to the Cayman Islands is approved by shareholders, each Company A ordinary share will be cancelled and replaced with one A ordinary share of Global Indemnity Limited; each Company B ordinary share will be cancelled and replaced with one B ordinary share of Global Indemnity Limited.
The Company intends that the Global Indemnity Limited A ordinary shares will trade on The NASDAQ Global Select Market under the ticker symbol GBLI, the same symbol under which the Company’s A ordinary shares are currently listed.
With the move, Global Indemnity Limited will be subject to U.S. Securities and Exchange Commission reporting requirements, the mandates of the U.S. Sarbanes-Oxley Act and the corporate governance rules of NASDAQ. It will report its consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles.
In addition to shareholder approval, the move to the Cayman Islands is subject to an order from the High Court of Ireland sanctioning the transaction and the satisfaction of certain other conditions.
Global Indemnity plc, through its several direct and indirect wholly owned subsidiary insurance and reinsurance companies, provides both admitted and nonadmitted specialty property/casualty insurance coverages and individual policyholder coverages in the United States, as well as reinsurance worldwide.
Source: Global Indemnity plc