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Share Name | Share Symbol | Market | Type |
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Enstar Group Ltd | NASDAQ:ESGR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-3.31 | -1.07% | 305.46 | 304.71 | 306.17 | 314.93 | 305.41 | 308.77 | 72,279 | 00:51:40 |
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Bermuda
(State or other jurisdiction of incorporation or organization)
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N/A
(I.R.S. Employer Identification No.)
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Mark W. Smith
Chief Financial Officer
Enstar Group Limited
P.O. Box HM 2267
Windsor Place, 3
rd
Floor, 22 Queen Street
Hamilton HM JX
Bermuda
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Robert C. Juelke, Esq.
Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
(215) 988-2759
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Title of Each Class of Securities to be Registered
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Amount to be Registered
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Ordinary Shares ($1.00 par value) (1)
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689,654
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$154.60
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$106,620,508
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$10,736.69
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(1)
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Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based upon the average of the high and low prices reported on the The Nasdaq Stock Market LLC on June 16, 2016.
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(1)
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015;
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(2)
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the Registrant's Current Reports on Forms 8-K, filed with the Commission on February 18, 2016, February 24, 2016 and June 17, 2016;
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(3)
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the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Commission on May 6, 2016;
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(4)
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the information specifically incorporated by reference into Enstar’s Annual Report on Form 10-K from its definitive proxy statement filed on April 29, 2016; and
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(5)
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the description of Registrant’s share capital contained in Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 17, 2016, including any amendment thereto or report filed for the purpose of updating such description.
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2
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
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3
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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4
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ENSTAR GROUP LIMITED
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By:
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/s/ Dominic F. Silvester
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Dominic F. Silvester
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Chief Executive Officer
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/s/ Dominic F. Silvester
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/s/ Mark W. Smith
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Dominic F. Silvester
Chief Executive Officer and Director
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Mark W. Smith
Chief Financial Officer (signing in his capacity as principal financial officer)
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/s/ Guy T.A. Bowker
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/s/ Robert J. Campbell
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Guy T.A. Bowker
Chief Accounting Officer (signing in his capacity as principal accounting officer)
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Robert J. Campbell
Chairman
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/s/ B. Frederick Becker
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/s/ Sandra L. Boss
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B. Frederick Becker
Director
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Sandra L. Boss
Director
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/s/ James D. Carey
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/s/ Hans-Peter Gerhardt
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James D. Carey
Director
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Hans-Peter Gerhardt
Director
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/s/ Paul J. O'Shea
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/s/ Hitesh R. Patel
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Paul J. O'Shea
Executive Vice President, Joint Chief Operating Officer, Director
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Hitesh R. Patel
Director
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/s/ Sumit Rajpal
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/s/ Poul A. Winslow
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Sumit Rajpal
Director
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Poul A. Winslow
Director
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ENSTAR (US) INC.
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AUTHORIZED U.S. REPRESENTATIVE
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By:
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/s/ Paul Brockman
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Paul Brockman
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President and Chief Operating Officer
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Exhibit Number
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Description of Document
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4.1
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Registration Rights Agreement, dated as of January 31, 2007, by and among Castlewood Holdings Limited, Trident II, L.P., Marsh & McLennan Capital Professionals Fund, L.P., Marsh & McLennan Employees’ Securities Company, L.P., Dominic F. Silvester, J. Christopher Flowers (rights subsequently assigned to Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. in May 2012), and other parties thereto set forth on the Schedule of Shareholders attached thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K12B filed on January 31, 2007) (file no. 001-33289).
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4.2
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Registration Rights Agreement, dated as of April 20, 2011, by and among Enstar Group Limited, GSCP VI AIV Navi, Ltd., GSCP VI Offshore Navi, Ltd., GSCP VI Parallel AIV Navi, Ltd., GSCP VI Employee Navi, Ltd., and GSCP VI GmbH Navi, L.P. (incorporated by reference to Exhibit 99.3 of the Company’s Form 8-K filed on April 21, 2011).
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4.3
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Registration Rights Agreement, dated April 1, 2014, among Enstar Group Limited, FR XI Offshore AIV, L.P., First Reserve Fund XII, L.P., FR XII A Parallel Vehicle L.P., FR Torus Co-Investment, L.P. and Corsair Specialty Investors, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 4, 2014).
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4.4
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Investment Agreement, dated as of April 20, 2011, by and among Enstar Group Limited, GSCP VI AIV Navi, Ltd., GSCP VI Offshore Navi, Ltd., GSCP VI Parallel AIV Navi, Ltd., GSCP VI Employee Navi, Ltd., and GSCP VI GmbH Navi, L.P. (incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K filed on April 21, 2011).
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4.5
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Shareholder Rights Agreement, dated April 1, 2014, among Enstar Group Limited, FR XI Offshore AIV, L.P., First Reserve Fund XII, L.P., FR XII A Parallel Vehicle L.P., FR Torus Co-Investment, L.P. and Corsair Specialty Investors, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on April 4, 2014).
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4.6
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Termination and Waiver Agreement, dated June 3, 2015, by and among First Reserve Fund XII, L.P., FR XII-A Parallel Vehicle, L.P., FR XI Offshore AIV, L.P., FR Torus Co-Investment, L.P. and Enstar Group Limited (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q filed on August 7, 2015).
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4.7
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Shareholder Rights Agreement, dated June 3, 2015, between Enstar Group Limited and Canada Pension Plan Investment Board (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 3, 2015).
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5.1
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*
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Opinion of Conyers Dill & Pearman, Bermuda counsel, regarding legality of securities.
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23.1
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*
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Consent of KPMG
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23.2
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*
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Consent of Conyers Dill & Pearman, Bermuda counsel (included in Exhibit 5.1).
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24.1
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*
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Powers of Attorney (included on signature page).
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99.1
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Enstar Group Limited 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 17, 2016).
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*
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Filed herewith
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