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.
Copyright Business Wire 2014