PXRE Announces Shelf Registration for Common Shares Issued to Holders of Series D Preferred Shares Declared Effective
06 12월 2005 - 7:51AM
PR Newswire (US)
HAMILTON, Bermuda, Dec. 5 /PRNewswire-FirstCall/ -- PXRE Group Ltd.
(NYSE:PXT) today announced today that the Securities and Exchange
Commission declared the Company's selling shareholder shelf
registration statement ("Registration Statement") effective at 9:00
am on December 5, 2005. As previously announced, the Registration
Statement was filed with the Securities and Exchange Commission on
November 22, 2005 to register for resale 34,090,906 of the
Company's Common Shares that were issued (or that are issuable upon
conversion of the Company's Convertible Common Shares that were
issued) in exchange for all 375,000 of the Company's formerly
outstanding Series D Perpetual Non-Voting Preferred Shares. Subject
to, and in accordance with, the Securities Act of 1933 and other
applicable securities laws, the selling shareholders named in the
Registration Statement are permitted to resell the Common Shares
covered by the Registration Statement in ordinary brokerage
transactions through the facilities of the New York Stock Exchange,
or in any other manner described in the "Plan of Distribution"
contained in the prospectus that is a part of the Registration
Statement. If, at any time, these Common Shares are offered and
sold by the holders thereof under the Registration Statement, the
Company will not receive any of the proceeds from these sales by
the selling shareholders. PXRE -- with operations in Bermuda, the
United States and Europe -- provides reinsurance products and
services to a worldwide marketplace. The Company's primary focus is
providing property catastrophe reinsurance and retrocessional
coverage. The Company also provides marine, aviation and aerospace
products and services. The Company's shares trade on the New York
Stock Exchange under the symbol "PXT." Statements in this release
that are not strictly historical are forward-looking and are based
upon current expectations and assumptions of management. Statements
included herein, as well as statements made by or on behalf of PXRE
in its communications and discussions with investors and analysts
in the normal course of business through meetings, phone calls and
conference calls, which are not historical in nature are intended
to be, and are hereby identified as, "forward-looking statements"
for purposes of the safe harbor provided by Section 21E of the
Securities Exchange Act of 1934 as amended. These forward-looking
statements, identified by words such as "intend," "believe,"
"anticipate," or "expects" or variations of such words or similar
expressions are based on current expectations, speak only as of the
date thereof, and are subject to risk and uncertainties. In light
of the risks and uncertainties inherent in all future projections,
the forward-looking statements in this report should not be
considered as a representation by us or any other person that the
Company's objectives or plans will be achieved. The Company
cautions investors and analysts that actual results or events could
differ materially from those set forth or implied by the
forward-looking statements and related assumptions, depending on
the outcome of certain important factors including, but not limited
to, the following: (i) because of exposure to catastrophes, PXRE's
financial results may vary significantly from period to period;
(ii) the Company may be overexposed to losses in certain geographic
areas for certain types of catastrophe events; (iii) PXRE operates
in a highly competitive environment; (iv) reinsurance prices may
decline, which could affect the Company's profitability; (v)
underwriting reinsurance includes the application of judgment, the
assessment of probabilities and outcomes, and assumption of
correlations, which are subject to inherent uncertainties; (vi)
reserving for losses includes significant estimates which are also
subject to inherent uncertainties, which uncertainties are
particularly acute in the wake of Hurricane Katrina; (vii) a
decline in the credit rating assigned to the Company's claim-paying
ability may impact its potential to write new or renewal business;
(viii) a decline in the Company's ratings may require us to
transfer premiums retained by us into a beneficiary trust or may
allow clients to terminate their contract with us; (ix) the
Company's investment portfolio is subject to market and credit
risks which could result in a material adverse impact on its
financial position or results; (x) because PXRE depends on a few
reinsurance brokers for a large portion of revenue, loss of
business provided by them could adversely affect us; and the
Company's reliance on reinsurance brokers exposes us to their
credit risk; (xi) the Company has exited the finite reinsurance
business, but claims in respect of the business the Company wrote
could have an adverse effect on its results of operations; (xii)
the Company may be adversely affected by foreign currency
fluctuations; (xiii) retrocessional reinsurance subjects us to
credit risk and may become unavailable on acceptable terms; (xiv)
the impairment of the Company's ability to provide collateral to
cedents could affect its ability to offer reinsurance in certain
markets; (xv) the reinsurance business is historically cyclical,
and the Company may experience periods with excess underwriting
capacity and unfavorable premium rates; conversely, PXRE may have a
shortage of underwriting capacity when premium rates are strong;
(xvi) regulatory constraints may restrict the Company's ability to
operate its business; (xvii) contention by the United States
Internal Revenue Service that the Company or its offshore
subsidiaries are subject to U.S. taxation could result in a
material adverse impact on the Company's financial position or
results; and (xviii) changes in tax laws, tax treaties, tax rules
and interpretations could result in a material adverse impact on
the Company's financial position or results. In addition to the
factors outlined above that are directly related to PXRE's
business, PXRE is also subject to general business risks,
including, but not limited to, adverse state, federal or foreign
legislation and regulation, adverse publicity or news coverage,
changes in general economic factors, the loss of key employees and
other factors set forth in PXRE's SEC filings. The factors listed
above should not be construed as exhaustive. Therefore, actual
results or outcomes may differ materially from what is expressed or
forecasted in such forward- looking statements. PXRE undertakes no
obligation to update any forward- looking statements, whether as a
result of new information, future events (including catastrophe
events), or otherwise. DATASOURCE: PXRE Group Ltd. CONTACT: John
Modin, Chief Financial Officer of PXRE Group Ltd., +1-441-296-5858,
or ; or Investors: Jamie Tully of Citigate Sard Verbinnen,
+1-212-687-8080, or
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