AmerInst Authorizes Share Dividend, Rights Offering.HAMILTON, Bermuda -- The Board of Directors of the AmerInst Insurance Group, Ltd., a provider of reinsurance The contract made between an insurance company and a third party to protect the insurance company from losses. The contract provides for the third party to pay for the loss sustained by the insurance company when the company makes a payment on the original contract. protection for CPA (Computer Press Association, Landing, NJ) An earlier membership organization founded in 1983 that promoted excellence in computer journalism. Its annual awards honored outstanding examples in print, broadcast and electronic media. The CPA disbanded in 2000. firms, announced today that it has authorized a share dividend of two shares for each one share outstanding, as described in the Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. for the Company's 2006 Annual General Meeting. The Board also authorized a rights offering to existing shareholders to be completed after the share dividend is effective. The current anticipated terms of the rights offering are as follows: --The rights offering will be subject to shareholder approval of the proposed increase in the Company's authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. and completion of the share dividend. --Each shareholder of record on April 2, 2006 of outstanding common shares of AmerInst will receive non-transferable rights to purchase one additional common share for each share currently owned. --Shareholders will be entitled to exercise their rights in whole or in part. --While a final per share exercise price has not yet been determined, AmerInst expects it to be based on the price paid in the 2005 tender offer, increased to reflect the net increase in book value of common shares since the tender offer. On a pre-share dividend basis, the offering price is expected to be about $70 per share (or approximately $23 per share after giving effect to the share dividend). --If the rights offering is not fully subscribed Fully Subscribed A situation in which an underwriting firm has successfully sold to investors all of its available issues of a public offering of securities. When the issue is fully subscribed, the underwriter's risk of being undersubscribed (being unable to sell its allotment of initially, shareholders who have exercised their rights will have the opportunity, on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis, to purchase the unsubscribed Unsubscribed Newly issued securities that have not seen much interest, or subscriptions, from investors ahead of the issue date or have not been offered by brokerages. If you wanted to own the newly issued shares, you'd only be able to purchase them as you would any other stock shares. --The first shares sold pursuant to the rights will be those currently owned by the Company's indirect subsidiary, AmerInst Investment Company, Ltd. ("Investco"), which currently owns 106,652 shares. If the rights offering is fully subscribed, Investco would no longer own any shares of the Company. If more shares are subscribed for than are owned by Investco, those additional shares will be newly issued by the Company. In addition to the exercise price, other important matters relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the rights offering have not been finalized See finalization. as of the date of this press release, including the date of the initial offering, the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of the rights offering and the procedures relating to the purchase of initially unsubscribed shares. This press release is neither an offer to sell nor a solicitation of an offer to buy any of the securities described herein. As part of the distribution of rights, AmerInst intends to file a registration statement on Form S-3 with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission (SEC) for the purpose of registering the shares of common stock underlying the rights to purchase common shares. Once the registration statement has been declared effective, AmerInst will distribute to each shareholder a copy of the related prospectus. Please be advised that this press release only provides notice of the rights offering and that the rights offering will be made only by means of the prospectus, once the registration statement is declared effective by the SEC. The Company has not yet determined when it will commence the rights offering but expects to file the registration statement during May 2006. The rights offering cannot be commenced unless and until the SEC has declared that registration statement to be effective. Any questions concerning the proposed rights offer can be directed to Ronald Katch (847-446-3700). About AmerInst AmerInst was formed in 1988 with the mission to provide direct insurance coverage for CPAs. The Company was originally created to write direct insurance business and later shifted its focus to the re-insurance market. If primary insurance markets continue to harden, the Company stands ready to directly underwrite primary coverage up to $1,000,000 for its shareholders or other CPA firms that might seek primary malpractice coverage. The Company currently provides reinsurance protection for approximately 24,000 insured CPA firms that are located throughout the United States. In 2001, the Company was re-domesticated to Bermuda, in order to enhance its ability to provide services to its stakeholders Stakeholders All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government. and the long-term benefit of its shareholders. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made herein. Those risks and uncertainties include, but are not limited to, risks relating to the potential instability or unprofitability of the market we participate in, our dependence on primary insurers, the potential lack of available reinsurance, changes in domestic or global economic conditions and changes in federal or state tax laws or the administration of such laws. |
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