XL Group announced that its ordinary shareholders have approved a scheme of arrangement that will change the place of incorporation of the ultimate parent holding company to Bermuda from Ireland.
XL shareholders also approved the other proposals necessary for the redomestication to proceed as set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on May 11, 2016.
The redomestication remains subject to receipt of necessary regulatory approvals, satisfaction of other conditions and sanctioning by the High Court of Ireland. A hearing before the High Court of Ireland to sanction the scheme of arrangement is currently scheduled for July 20, 2016. XL expects to complete the redomestication in the third quarter of this year.
XL’s Chief Executive Officer, Michael S. McGavick, said: "We are pleased that our shareholders are supportive of our plan to set up our corporate home in Bermuda.
"Given, in particular, our long-standing and substantial operations in Bermuda that have been bolstered by the Catlin Group Limited acquisition, and Bermuda’s position within the international (re)insurance market, including Bermuda’s recent achievement of Solvency II equivalency, we believe a change in the country of domicile of our parent company to Bermuda will be advantageous to the Company and its shareholders."
XL does not expect the redomestication to have any material impact on its financial results, including the Company’s global effective tax rate.
To effect the redomestication, a new Bermuda exempted company, XL Group Ltd, will replace XL Group plc as the ultimate holding company of the XL group of companies, and the Company’s ordinary shareholders will receive one common share of the new Bermuda company in exchange for each ordinary share of the Company held by them.
XL Group Ltd will be registered with the SEC under the Securities Exchange Act of 1934, as amended, and be subject to SEC reporting requirements applicable to domestic registrants.
Further, XL Group Ltd will be subject to the applicable corporate governance rules of the New York Stock Exchange ("NYSE"), and will report its financial results in U.S. dollars and under U.S. generally accepted accounting principles. XL Group Ltd’s shares will trade on the NYSE under the ticker symbol "XL" and it is expected to be included in the S&P 500 Index.