571) of Hong Kong (the SFO)) other than: (a) to professional investors as defined in the SFO and any rules made under that Ordinance; or (b) in other circumstances which do not result in the Any difference between the share preference shares held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing ordinary shares or shares of the related class or series of preference shares so redeemed. You can unsubscribe to any of the investor alerts you are subscribed to by visiting the unsubscribe section below. In such action, the court generally has discretion to permit the winning party to recover attorneys fees incurred in connection with such action. and assets of our other subsidiaries will be de minimis in each year of operations with respect to our overall income and assets. to the subordinated indenture, as it may be amended or supplemented from time to time. necessary for the transaction of business of the Board of Directors may be fixed by the Board of Directors and, unless so fixed at any other number, shall be a majority of directors in office from time to time and in no event less than two The insurance income exception is intended to ensure that income derived by a bona fide insurance company is not treated as constructive ownership rules set forth in the Code, as well as shares actually owned, must generally be taken into account. grant of authority to the Treasury Department to prescribe such regulations as may be necessary to carry out the purpose of this subsection, including regulations preventing the avoidance of this subsection through cross insurance on any dividend payment date following the occurrence of a tax event (as defined below); on January 1, 2027 and any dividend payment date thereafter. apply such increase would result in any person becoming a 9.5% Shareholder. Marc MacGillivray, Chief Accounting Officer, AspenMarc.MacGillivray@Aspen.co+44 20 7184 8455, Yasmin Saleh securities, debentures, bonds or other similar instruments for the payment of which such person is responsible or liable; (2) all After submitting your request, you will receive an activation email to the requested email address. Where the Preference Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is (i) a corporation (which is financing and brokerage activities. less, nor pays no more than adequate consideration in connection with the transaction. and (ii) no portion of such reallocation shall apply to the shares held by Estera Services (Bermuda) Limited, formerly Appleby Services (Bermuda) Ltd, to increase to 10% or more (the Names Trustee), except where the failure to used by other organizations such as securities brokers and dealers, banks and trust companies that work through a direct participant. Person that is an individual, estate or a trust that does not fall into a special class of There are circumstances in which companies that are neither resident in the United NYSE under the symbol AHLPRD and expect trading in the Preference Shares to begin within 30 days of September 20, 2016, the date of initial delivery. applied to U.S. issuers (or any other securities exchange or automated quotation systemon which our securities may be then listed or quoted) that listed companies must have a majority of independent directors. warrants, including without limitation the following: The ordinary shares or preference shares issuable upon The holders of preference shares will not be entitled to participate in any other or additional earnings or profits of ours, except for such premiums, if any, as may be payable in case of our liquidation, dissolution or winding In addition, a determination by the NAIC to classify the Preference Shares as annual general meeting and/or to circulate a statement prepared by the requesting shareholders in respect of any matter referred to in a proposed resolution or any business to be conducted at a general meeting. corporation that is a CFC for an uninterrupted period of 30 days or more during any tax year of the non-U.S. corporation, and who owned the stock on the last day of that year and (iii) under certain circumstances, a U.S. the certificate of incorporation at the shareholders meeting. In case we distribute to all holders of ordinary shares as a class evidences of indebtedness or assets (other than cash dividends), the basic conversion price per ordinary share in effect immediately prior thereto for time, in its discretion, classify securities in U.S. insurers portfolios as either debt, preferred equity or common equity. The amount of RPII includable in the income of a RPII shareholder is based upon the net RPII institutional investor (as defined in Section 4A of the SFA) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to an offer referred to in provided that no such offer of Preference Shares referred to in (a), (b) or (c) The following description is only a summary and does not define your rights as a holder of the Preference Shares. Upon the exercise of debt warrants, we will issue the debt securities in authorized denominations in of such trust or (y) the trust has a valid election in effect to be treated as a U.S. Hosted by high-profile journalist Emily Chang, The Circuit is a fast-paced, dynamic series that lives at the intersection of culture, tech, entertainment, and business. foregoing. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or In or other governmental charge; (3) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the Limited, APJ Continuation Limited (APJ), APJ Asset Protection Jersey Limited, Aspen UK Syndicate Services Limited (AUSSL, formerly APJ Services Limited), Aspen Risk Management Limited (ARML), Aspen American occurred, and such opinion of counsel, in the case of defeasance, must refer to and be based upon a letter ruling of the Internal Revenue Service received by us, a Revenue Ruling published by the Internal Revenue Service or a change in applicable Currently, there is no Bermuda income, corporate or profits tax or withholding tax, capital gains tax or capital transfer tax, estate or subdivision, split or combination. If described herein) from and/or to a non-resident of Bermuda, for as long as any equity securities of the company remain so listed. Amalgamations and mergers require the approval of the board of directors Our principal executive offices are located at 141 Front Street, Hamilton HM 19, Bermuda. Accordingly, except for the U.K. subsidiaries, we should not be treated as being resident in the United Kingdom unless our central management and control is exercised in the United Kingdom. The RPII CFC Provisions. We may sell any combination of these securities in one The indentures do not limit the amount of other indebtedness or the debt however, we cannot assure you that the Preference Shares will be approved for listing. HAMILTON, Bermuda, June 4 2021 - Aspen Insurance Holdings Limited ("Aspen") (NYSE:AHL) announced today that the Board of Directors has declared the following dividends on its Preference Shares: shareholders at any general meeting, other than an amendment which alters or reduces a companys share capital as provided in the Companies Act. prospectus, as well as the following factors, should be read and understood as being applicable to all related forward-looking statements wherever they appear in this prospectus supplement and the accompanying prospectus. be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of any relevant taxing jurisdiction or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, dividend will not accumulate and be payable. Aspen Holdings may not be able to determine whether any of the underlying direct or indirect insureds to which our non-U.S. insurance Under Delaware law, subject to any restrictions contained in the companys certificate of incorporation, a company may pay dividends out excess distribution or gain (in the case of a sale) with respect to the shares was taken in equal portion at the highest applicable tax rate on ordinary income throughout the shareholders period of ownership. If any of us, other than the U.K. subsidiaries, were treated as delivery of the Preference Shares. prospectus supplement or the information incorporated by reference in any prospectus supplement is inconsistent with the information contained in this Prospectus, the information in such prospectus supplement or the information incorporated by (7) our default in the performance or breach of the conditions relating to Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply presentation is required, such note for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such note could not have been presented for payment elsewhere, or (c)presented, where presentation is required, In addition, specific permission is required from the BMA, pursuant to the provisions of the Exchange Control By providing your email address below, you are providing consent to COMPANY NAME to send you the requested Investor Email Alert updates. affirmative vote of a majority of the voting power of votes cast at such meeting (in each case, after taking into account voting power adjustments under the bye-laws) or such greater majority as required by our bye-laws (as applicable). Junior stock includes our ordinary shares. of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. In considering an investment in the Preference Shares of a portion of the assets of any Plan, a fiduciary should determine stockholder action, and the affirmative vote of a plurality of shares is required for the election of directors. trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million. warrants, including without limitation the following: Warrantholders will not have any of the rights of The statement so filed will be open to inspection by any holder of record of shares of any class or series of Dividends on our 5.95% Preference Shares are payable on a non-cumulative Shareholder; below), other than a dividend payable solely in our ordinary shares, other junior stock or parity stock, as applicable; and. the non-U.S. corporation is a CFC, must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFCs subpart F income, even if the subpart F income is not distributed. The BMA and the Bermuda The following is a summary of certain considerations associated with the purchase of the Preference Shares by In matters other than the election of Shareholder subject to tax under the CFC rules or such person made a qualified electing fund election or mark-to-market election. any claims or rights of action that arise out of fraud or dishonesty on the part of such director or officer or with respect to the recovery of any gain, personal profit or advantage to which the officer or director is not legally entitled. any dividend period, holders of the Preference Shares will not be entitled to receive a dividend for such period, and such undeclared dividend will not accumulate and will not be payable. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants Person for U.S. federal income tax purposes or (v) any other person or entity that is treated for U.S. federal income tax purposes as if it were one of the foregoing. Share warrants may be exercised by surrendering to the share warrant agent the share warrant certificate with the form of We urge you to read the certificate of designation in its A.M. Best Places Credit Ratings of Aspen Insurance Holdings Limited and Its Subsidiaries Under Review With Developing Implications August 29, 2018 01:52 PM Eastern Daylight Time Agents, underwriters, dealers and remarketing firms may be entitled under Each preference share director shall be entitled to one vote per director on affecting taxation to which any relevant taxing jurisdiction is party after the date of this prospectus supplement, or (d) a decision rendered by a court of competent jurisdiction in any relevant taxing jurisdiction, whether or not such decision was Information Reporting and Backup Withholding on Distributions and Disposition Proceeds. and the accompanying prospectus may include, and we may from time to time make other verbal or written, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and securities laws will not be enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law. (b) the Plan Fiduciary:(1) is solely responsible for the decision to purchase the Preference Shares; (2)has determined that none A party challenging the propriety of a decision of a board of directors bears the burden of rebutting the applicability of the presumptions Dividends, Certain Benefit Plan and Individual Retirement Plan Prospectus, the following general redemption provisions will apply to each class or series of preference shares. The summary is based upon current law and is for general information only. engage in transactions with, or perform services for, us and/or our subsidiaries in the ordinary course of business. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement prospectus or any information incorporated therein by reference, this prospectus supplement will apply and will supersede such information. In addition, we will not pay additional amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts A holder of shares that does not depositary shares evidenced thereby is entitled to delivery of the number of whole shares of the related ordinary shares or class or series of preference shares and any money or other property represented by such depositary shares. The certificate of designation of the Preference Shares will contain provisions dividend rights or rights upon our liquidation, winding-up or dissolution and for amendments to our memorandum of association or bye-laws that would materially adversely affect the rights of holders of 7.401% Preference Shares. the liquidation preference per annum (equivalent to $0.3516 per share for a full dividend period). Our offered securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by statements that are included in this prospectus supplement and the accompanying prospectus. an affiliate of a bank or trust company that has, capital and surplus of at least $50 million. If anyone definitive form of like tenor and of an equal aggregate principal amount, in authorized denominations. However, the number of authorized shares of Preference Shares). maturity, settlement, deferral of payments and replacement, such that these shares or securities are as or more equity-like than the Preference Shares, within six months prior to the applicable redemption or repurchase date. Net proceeds from this offering are expected to be used to fund the repurchase or redemption of the 7.401% Preference Shares and the 7.250% Preference Shares, in whole or in part, after they become redeemable on January 1, 2017 and July 1, 2017, transfer of that ownership will be effected only through, records maintained by the depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than No holder of purchase contracts will be permitted to withdraw the pledged securities related to such otherwise described in a prospectus supplement, we will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the debt securities without withholding or deduction at source for, or on account of, The underwriters may also purchase from us on the closing date of this offering up to an additional In any such distribution, if our assets are not sufficient to pay the liquidation preference in full to all holders of the Preference Shares Every week, Chang will go on location to meet the worlds most fascinating founders, influencers, and innovators, conducting intimate interviews and bringing audiences behind the scenes of the most impactful stories, launches, and trends, EFG Hermes Sees Kenyan Shilling at 150 Per Dollar by End-2023, UAE Suspends Gold Refinery Over Owners Alleged Laundering Links, Israels Inflation Slows More Than Expected After Rate Hikes, Analysts Less Sure Than a Month Ago That South Africa Will Hold Rates, Eskom Latest: Intensified Power Cuts Over the Weekend, Burberry Seeks Post-Brexit VAT-Free Alternative to Entice Tourists to London, Goldman Is Bullish on Heineken for First Time in Three Years, Microsoft, Activision Eye UK Rights Sale to Get Merger Done, General Atlantic, Goldman Bid $1.7 Billion for Kahoot, Vedanta Bonds Fall as Liquidity Worries Revive Amid Chip Setback, OpenAIs ChatGPT Bot Probed by FTC Over Consumer Harms, OpenAI Loses Third Board Member With Exit of Presidential Candidate WillHurd, AI Doomsday Scenarios Are Gaining Traction in Silicon Valley, EU Spars With ECB on Plan to Tax Sanctioned Russian Assets, Biden Administration to Forgive $39 Billion in Student Debt, Owner of Boston Red Sox, Liverpool FC Eyes More Sports Deals, Why Banks Are Going to Have to Boost Deposit Beta, Jeweler Reza Hasa New E-Commerce Strategy for Huge Gems, Blocking Military Promotions Is Unpatriotic, Maine Is the New Florida for Climate Migrants, Stocks Took an 18-Month Round Trip From Tech Bear to AI Bull. See Risk Factors on page S-7 in this prospectus supplement and on page 4 in the accompanying prospectus for a discussion of factors you should consider carefully before deciding to invest in the Preference Shares. Depositary receipts will be distributed to those persons purchasing the fractional ordinary shares or fractional shares of the applicable class or series of preference shares in accordance with the terms of the offering described in the The term Indebtedness means, with respect to any person: (1) the principal of and any premium and interest on (a) indebtedness of such person for money borrowed or (b) indebtedness evidenced by debt that comprise our Board of Directors will be increased by the number of directors so appointed. the holders of all of the classes or series of preference shares then outstanding the full amounts to which they may be entitled. subscription or purchase and will not offer or sell such. November 15, 2006, the Board of Directors authorized the issuance and sale of up to an aggregate amount of 8,000,000 of our 7.401% Perpetual Preference Shares, with a liquidation preference of $25 persecurity (the 7.401% Preference consent of any holder in order to, among other things: The holders of at least a majority in aggregate principal amount of the debt securities may, on behalf of the holders of the debt securities, controlled shares (as determined pursuant to section 958 of the Internal Revenue Code of 1986, as amended (the Code)) of any U.S. Aspen Insurance is comprised of property and casualty insurance, marine, aviation and energy insurance, and financial and professional lines insurance. Non-U.S. purchase of credit default swaps or the creation of short positions in our securities, including potentially the Preference Shares offered hereby. We operate in the global markets for property, casualty and specialty insurance and Commencing In general, original issue discount is included in the income of holders on a yield-to-maturity basis. the Preference Shares and has determined that, in view of such considerations, the purchase of the Preference Shares is consistent with such Plan Fiduciarys responsibility under ERISA, the Code or any Similar Laws: (1) whether the purchase of will rank senior to our junior stock with respect to the payment of dividends and distributions of assets upon our liquidation, dissolution or winding-up. Our obligations and the obligations of the depositary under the deposit agreement will be limited to performance in good faith of their duties thereunder and neither we nor the depositary will A rating is not a recommendation to purchase, sell or hold any particular Unless (Aspen Management), Aspen Re America, Inc. (Aspen Re America), Aspen Insurance U.S. Services Inc. (Aspen U.S. Services), Aspen Re America CA, LLC (ARA CA), Aspen Specialty Insurance Solutions Because it is a summary, it does not contain all of the information Aspen Re is comprised of property catastrophe In the event of our liquidation, dissolution or winding-up, the holders of our ordinary shares officers, describing specifically such issue of additional ordinary shares or such other event (and, in the case of a capital reorganization, reclassification, amalgamation, consolidation or merger, the terms thereof) and the actual conversion any dividend payment date falls on a day that is not a business day, the payment of dividends will be made on the first business day following such dividend payment date, without accrual to the actual payment date. dividends shall bear the same ratio to each other as the full amount of dividends payable on the outstanding Preference Shares for such dividend period and the accumulated and unpaid dividends, or the full amount of dividends payable for such the indentures and is one of a number of banks with which Aspen Holdings and its subsidiaries maintain banking relationships in the ordinary course of business. the termination of this offering shall also be deemed to be incorporated into this prospectus supplement by reference. deliver to the trustee, within five days after occurrence thereof, written notice of any event of default or any event which after notice or lapse of time or both would constitute an event of Willkie Farr & Gallagher LLP, New York, New York and Willkie Farr & Gallagher (UK) LLP, London, United Kingdom will represent us in Revenue Service (IRS) will not contend successfully that Aspen Holdings and/or its non-U.S. subsidiaries are or will be engaged in a trade or business in the United States based on activities in addition to the binding authorities duty, corporate waste and actions not taken in accordance with applicable law. We and the depositary may rely on written advice of counsel or working capital, capital expenditures, acquisitions and/or other general corporate purposes. Under the look-through rule, Aspen Holdings should be deemed to own its proportionate share of the assets and to have Each time we sell securities we See Risk Factors on page S-7 in this prospectus supplement and on page 4 in the accompanying prospectus. or more offerings. through one or more non-U.S. entities should be treated as owning (directly, indirectly through non-U.S. entities, or constructively) 10% or more of the total voting power of all classes of shares of Aspen Holdings or any of its non-U.S. Our bye-laws also permit votes by proxy, provided the instrument appointing the proxy, together with evidence of its due execution, is satisfactory to the Board of Directors. In addition, all entities employing individuals in Bermuda are required to pay a
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