Attached files
Exhibit 4.5
Description of Securities
Registered Under Section 12 of the Securities Exchange Act of 1934,
as amended
As of
December 31, 2019, Oxbridge Re Holdings Limited (the
“Company,” “we,” “us,” and
“our”) had two classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) – our ordinary shares and
warrants to purchase ordinary shares.
The
following description of our capital stock is a summary and does
not purport to be complete. It is subject to and qualified in its
entirety by reference to our Third Amended and Restated Memorandum
and Articles of Association (“Articles”) and our form
of Warrant Agreement (as amended by Amendment #1 to Warrant
Agreement), each of which is filed as an exhibit to our Annual
Report on Form 10-K for the fiscal year ended December 31,
2019 and incorporated by reference herein.
Ordinary Shares
General
The
ordinary shares constitute common equity of our company. We are
authorized to issue up to 50,000,000 ordinary shares, par value
$0.001. As of the date of this Annual Report on Form 10-K, our
share capital consists of only the ordinary shares. However,
subject to the provisions in the Articles and without prejudice to
any rights of existing shares, the Board of Directors may create
different classes of shares and may vary the rights of such classes
of shares.
Dividends
The
Board of Directors may declare dividends and other distributions
out of funds legally available for dividends and in accordance with
the Companies Law of the Cayman Islands (“Companies
Law”) and the Articles. Our ability to pay dividends depends
on the ability of Oxbridge Reinsurance Limited and/or Oxbridge Re
NS, our wholly owned subsidiaries, to pay dividends to us. Oxbridge
Reinsurance Limited and Oxbridge Re NS are subject to the Cayman
Islands regulatory constraints that affect its ability to pay
dividends to us. Under the Cayman Islands law and related
regulations, both Oxbridge Reinsurance Limited and Oxbridge Re NS
must maintain a minimum net worth and may not declare or pay
dividends that would result in non-compliance with such
requirements. In addition, under the Cayman Islands law, we
,Oxbridge Reinsurance Limited or Oxbridge Re NS may not pay or
declare a dividend unless immediately following the date on which
the dividend is proposed to be paid by us, Oxbridge Reinsurance
Limited or Oxbridge Re NS, as the case may be, are able to pay our
or their debts as they fall due in the ordinary course of business.
Accordingly, we may not be able to declare or pay dividends on the
ordinary shares. Except as otherwise provided by the rights
attached to any shares, the Board of Directors may deduct from any
dividend or other distribution payable any holder of our shares all
sums of money payable by such holder to the company.
Voting
Holders
of our ordinary shares are generally entitled to one vote per
share, other than in circumstances set forth in the Articles. In
certain circumstances, the total voting power of our ordinary
shares held by any one person will be reduced to less than 9.9% of
the total voting power of the total issued and outstanding ordinary
shares. In the event a holder of our ordinary shares acquires
shares representing 9.9% or more of the total voting power of our
total ordinary shares, there will be an effective reallocation of
the voting power of the ordinary shares as described in the
Articles.
An
ordinary resolution to be passed by the shareholders requires the
affirmative vote of a simple majority of votes attached to the
ordinary shares cast in a general meeting, while a special
resolution requires the affirmative vote of no less than two-thirds
of votes cast attached to the ordinary shares. A special resolution
will be required for important matters such as a change of name or
making changes to our Articles.
Selection of Directors
There
are currently four (4) directors on our Board of Directors.
The number of directors may be increased or reduced by an ordinary
resolution passed by a simple majority of the holders of our
shares. Directors may be appointed by an ordinary resolution passed
by a simple majority of the holders of our shares. However, the
Board of Directors may also appoint an additional director,
provided that the appointment does not cause the number of
directors to exceed the number fixed in accordance with the
Articles as the maximum number of directors.
Liquidation
On a
return of capital on winding up or otherwise (other than on
conversion, redemption or purchase of ordinary shares), assets
available for distribution among the holders of ordinary shares
will be distributed among the holders of the ordinary shares on a
pro rata basis. If our assets available for distribution are
insufficient to repay all of the paid-up capital, the assets will
be distributed so that the losses are borne by our shareholders
proportionately.
Preemptive Rights; Redemption Rights; Further Calls and
Assessment
Although our
Articles allow us to issue shares with preemptive rights and
redemption rights provisions, the ordinary shares are not subject
to any preemptive rights or redemption rights
provisions.
Our
Articles also permit our Board of Directors to make calls upon
holders in respect of monies unpaid on their shares.
Variations of Rights of Shares
If at
any time, our share capital is divided into different classes of
shares, all or any of the special rights attached to any class of
shares may, subject to the provisions of the Companies Law, be
varied with the sanction of a special resolution passed at a
general meeting of the holders of the shares of that class.
Consequently, the rights of any class of shares cannot be
detrimentally altered without a majority of two-thirds of the vote
of all of the shares in that class. The rights conferred upon the
holders of the shares of any class issued with preferred or other
rights will not, unless otherwise expressly provided by the terms
of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu with such
existing class of shares.
General Meetings of Shareholders
Shareholders’
meetings may be convened by our Board of Directors. Additionally,
on the requisition of shareholders representing not less than
66.66% of the voting rights entitled to vote at general meetings,
the board shall convene an extraordinary general meeting. Advance
notice of at least ten days is required for the convening of our
annual general shareholders’ meeting and any other general
meeting of our shareholders. A quorum required for a meeting of
shareholders consists of at least two shareholders present or by
proxy, representing not less than a majority in par value of the
total issued voting shares in our company.
Proceedings of Board of Directors
Our
Articles provide that our business is to be managed and conducted
by our Board of Directors. The quorum necessary for the board
meeting may be fixed by the board and, unless so fixed at another
number, will be a majority of the directors.
Exempted Company
As a
Cayman Islands exempted companies, each of Oxbridge Re Holdings
Limited and Oxbridge Reinsurance Limited is prohibited from trading
in the Cayman Islands with any person, firm or corporation except
in furtherance of our business carried on outside the Cayman
Islands.
Register of Members
Under
Cayman Islands law, the register of members (shareholders) is prima
facie evidence of title to shares and this register would not
record a third-party interest in such shares. However, there are
certain limited circumstances where an application may be made to a
Cayman Islands court for a determination on whether the register of
members reflects the correct legal position. Further, the Cayman
Islands court has the power to order that the register of members
maintained by a company be rectified where it considers that such
register of members does not reflect the correct legal position.
The register of members is not filed with, and it does not need to
be approved by, the Cayman Islands authorities. Under Cayman
Islands law, every person or entity that acquires our shares must
have his, her or its name entered on our register of members in
order to be considered a shareholder.
Warrants
Each
warrant may be exercised to purchase one ordinary share from us at
a purchase price of $7.50 per share. The warrants can be exercised
at any time until Marcy 26, 2024. The warrants are exercised by
surrendering to us the warrants to be exercised, with an exercise
form included therein duly completed and executed, and paying to us
the exercise price per share in cash or check payable to us. At any
time while there is an effective registration statement available
for the issuance of shares issuable pursuant to the warrants, the
warrants may be exercised only with a cash payment. If a
registration statement is not available for the issuance of the
underlying shares, the warrants may be exercised on a cashless
net-share basis. We are obligated under the warrants to use our
best efforts to maintain an effective registration statement with
respect to the issuance of the underlying shares. However, under no
circumstances will a holder of warrants be entitled to settle the
warrants for cash, even in the absence of an effective registration
statement.
As long
as any warrants remain outstanding, ordinary shares to be issued
upon the exercise of warrants will be adjusted in the event of one
or more stock splits, readjustments or reclassifications. In the
event of the foregoing, the remaining number of ordinary shares
still subject to the warrants shall be increased or decreased to
reflect proportionately the increase or decrease in the number of
ordinary shares outstanding and the exercise price per share shall
be decreased or increased as the case may be, in the same
proportion.
We have
reserved a sufficient number of ordinary shares for issuance upon
exercise of the warrants and such shares, when issued in accordance
with the terms of the warrants, will be fully paid and
non-assessable. Fractional shares will not be issued upon the
exercise of warrants, and no payment will be made with respect to
any fractional shares to which any warrant holder might otherwise
be entitled upon exercise of warrants. No adjustments as to
previously declared or paid cash dividends, if any, will be made
upon any exercise of warrants.
The
holders of the warrants as such are not entitled to vote, receive
dividends or to exercise any of the rights of holders of ordinary
shares for any purpose until such warrants shall have been duly
exercised and payment of the purchase price shall have been
made.
If for
at least ten (10) trading days within any period of twenty (20)
consecutive trading days, including the last trading day of the
period, the closing price per ordinary exceeds 125% of the
warrant’s exercise price, we may cancel any warrants
remaining outstanding and unexercised. The date upon which we may
cancel such warrants must be a date which is more than thirty
(30) calendar days, but less than sixty (60) calendar
days, after a notice is mailed by first class mail to all
registered holders of the warrants following the satisfaction of
the conditions described above, or such longer time as may be
required by regulatory authorities. The notice of cancellation must
be mailed by us on or before the ninetieth (90th) calendar day
following the last trading day of any twenty (20) consecutive
trading day period that triggers our right to cancel any
warrants.
Book-Entry Form
Individual
certificates will not be issued for the ordinary shares and
warrants. Instead, one or more global certificates are deposited by
us with DTC and registered in the name of Cede & Co., as
nominee for DTC. The global certificates evidence all of the
ordinary shares and warrants outstanding at any time. Accordingly,
holders of our shares and warrants are limited to
(1) participants in DTC such as banks, brokers, dealers and
trust companies (“DTC Participants”), (2) those
who maintain, either directly or indirectly, a custodial
relationship with a DTC Participant (“Indirect
Participants”), and (3) those banks, brokers, dealers,
trust companies and others who hold interests in the securities
through DTC Participants or Indirect Participants. The securities
are only transferable through the book-entry system of DTC. Holders
who are not DTC Participants may transfer their securities through
DTC by instructing the DTC Participant holding their securities (or
by instructing the Indirect Participant or other entity through
which their securities are held) to transfer the securities.
Transfers will be made in accordance with standard securities
industry practice.
Anti-Takeover Provisions
Some
provisions of our Articles may discourage, delay or prevent a
change of control of our company or management that shareholders
may consider favorable, including provisions that:
●
authorize
our Board of Directors to issue shares in one or more series and to
designate the price, rights, preferences, privileges and
restrictions of such shares without any further vote or action by
our shareholders;
●
prohibit
cumulative voting (the ordinary shares will generally be entitled
to one vote per share other than in the circumstances noted in the
Articles); and
●
establish
requirements for proposing matters that can be acted on by
shareholders at extraordinary general meetings.
However, under
Cayman Islands law, our directors may only exercise the rights and
powers granted to them under our Articles for a proper purpose and
for what they believe in good faith to be in the best interests of
our company.