TRENWICK GROUP LTD FILES (8-K) Disclosing Regulation FD Disclosure
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Item 7.01 Regulation FD Disclosure
1. Company background
In
Concurrently
As a result, TAC and its successor,
TGL was subsequently placed into liquidation by the
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1 On
transferred to TALLC. As a result of this reorganization TALLC owns, directly
or indirectly all of the voting securities of Trenwick America Reinsurance
Company,
supervision of the
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2. Closure of the liquidation proceedings
The Company's few remaining assets have now been collected and its main subsidiary, LSRH is in the process of being dissolved. The JL's actions to finalise the Company's affairs since the issuance of the last report are summarised below.
2.1 Senior and Junior Subordinated notes issued by TALLC
In 2007 TGL acquired an interest in Senior Secured Notes (face value of
The JLs have explored ways of monetizing their economic interest in the TALLC Notes. To this end, the JLs held discussions with TALLC to ascertain the progress made on the
Based on discussions with TALLC the JLs formed the opinion that it would take number years before they were able to receive a material distribution under the TALLC Notes. In the meantime the estate would continue to incur administrative costs that would diminish the funds available for distribution to the Company's creditor. As such, the JLs undertook a sale process in order to realise the asset. The TALLC Notes were then transferred to the successful bidder.
The offers received for the TALLC Notes reflected the substantial discount that purchasers required and reflected the significant timing and underwriting risk prevalent in the TALLC Notes.
Whilst the sale price was only a small fraction of the face value of the TALLC Notes, the JLs believe that a sale offered the best value for the Company's creditors given the annual costs of managing the estate and the significant uncertainty regarding the eventual distribution from TALLC.
3. Prospects for the holders of TGL's common shares
As previously reported, all of the remaining economic interest in the Company resides with its subsidiary LSRH given the existence of a substantial inter-company debt between TGL and LSRH.
As such, there will be no distribution to the holders of TGL's common shares given that the asset recoveries that the JLs were able to achieve from the Company's estate were distributed to LSRH in partial satisfaction of the Company's liability to LSRH in relation to the inter-company debt.
4. Future reporting
Following the payment of the final distribution to the Company's only remaining creditor, LSRH, the Company will be dissolved. This report will therefore be the final report that the Joint Liquidators of TGL submit on the Company's behalf.
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5. Special Note Regarding "Forward Looking Statements"
This report may contain certain "forward-looking statements" concerning current expectations about the winding-up of the Company, including statements identified by the words "expects," "estimated," "believes" "intend" and similar expressions. Such statements are subject to conditions, risks and uncertainties that may materially affect the actual results of the winding-up of the Company. These factors are described herein and include contingencies and claims that could affect the Company's winding-up and dissolution.
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