Securities Registration: Employee Benefit Plan (s-8)
03 Giugno 2020 - 11:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
June 3, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF 1933
International
General Insurance Holdings Ltd.
(Exact name of registrant as specified in
its charter)
Bermuda
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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74 Abdel Hamid Sharaf Street, P.O. Box 941428,
Amman, Jordan
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11194
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(Address of principal executive offices)
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(Zip Code)
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International General Insurance Holdings
Ltd. 2020 Omnibus Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(Name and address of agent for service)
(302) 738-6680
(Telephone number, including area code, of agent
for service)
Copies to:
Michael Hilton, Esq.
Freshfields Bruckhaus Deringer LLP
Al Fattan Currency House, Tower 2, 20th
floor
PO Box 506 569 Dubai, United Arab Emirates
+971 4 5099 100
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Michael Levitt, Esq.
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
New York, NY 10022
(212) 277-4000
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering
price(2)
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Amount of
registration
fee(3)
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Common shares, par value $0.01 per share
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4,844,730
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N/A
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$
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28,365,894.2
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$
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3,681.9
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(1)
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This Registration Statement on Form S-8 (this “Registration
Statement”) covers 4,844,730 common shares, par value $0.01 per share, of International General Insurance Holdings Ltd.
(the “Registrant”). The common shares registered hereunder will be issued under the International General Insurance
Holdings Ltd. 2020 Omnibus Incentive Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional common shares that become issuable under the above-named
plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt
of consideration that results in an increase in the number of the Registrant’s outstanding common shares.
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(2)
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Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act. In accordance with Rules 457(c) and 457(h) under the Securities Act, the maximum offering price per share is the product of (A) $5.855, the average of the high and low prices per common share of the Registrant as reported on the Nasdaq Stock Market on June 2, 2020 and (B) 4,844,730, the maximum number of shares to be registered, totaling $28,365,894.2.
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(3)
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Determined in accordance with Section 6(b) of the Securities
Act at a rate equal to $129.8 per $1,000,000 of the proposed maximum aggregate offering price calculated as described in note
2 above.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* The
documents containing the information specified in this Part I of Form S-8 will be sent or given to the participants (“participants”)
in International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan covered by this registration statement (this “Registration
Statement”), as specified by the U.S. Securities and Exchange Commission (the “Commission”), pursuant to Rule
428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants
advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in
Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will
indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to
Rule 428(b), and will include the address and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents
filed by the Registrant are incorporated herein by reference:
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the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with
the Commission on April 30, 2020;
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the Registrant’s final prospectus filed with the Commission on April 28, 2020 pursuant to
Rule 424(b)(1) under the Securities Act in connection with the Registrant’s Registration Statement on Form F-1 (File No.
333-237674);
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the Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the Commission on
May 14, 2020; and
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the description of the Registrant’s common shares included in Exhibit 2.5 to Registrant’s
Annual Report on Form 20-F for the year ended December 31, 2019 filed with the Commission on April 30, 2020.
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In addition to the foregoing,
all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) (except for information deemed furnished but not filed under the rules of
the Commission), prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold
or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion
of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Companies Act of 1981
of Bermuda, as amended (the “Companies Act”), provides generally that a Bermuda company may indemnify its directors,
officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of
any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty
of which such director, officer or auditor may be guilty in relation to the company. The Companies Act further provides that a
Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings,
whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the
Supreme Court of Bermuda pursuant to section 281 of the Companies Act.
The Amended and Restated
Bye-laws of the Registrant provide that the directors, resident representative, secretary and other officers acting in relation
to any of the affairs of the Registrant or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to
any of the affairs of the Registrant or any subsidiary thereof and every one of them shall be indemnified and secured harmless
out of the assets of the Registrant from and against all actions, costs, charges, losses, damages and expenses which they or any
of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their
duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable to the acts, receipts,
neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other
persons with whom any moneys or effects belonging to the Registrant shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or belonging to the Registrant shall be placed out on or invested,
or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation
thereto, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Registrant
which may attach to any of the indemnified parties.
In addition, the Amended
and Restated Bye-laws of the Registrant provide that it may (i) purchase and maintain insurance for the benefit of any director
or officer against any liability incurred by such person under the Companies Act in his or her capacity as a director or officer
of the Registrant or indemnifying such director or officer in respect of any loss arising or liability attaching to him or her
by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the director or
officer may be guilty in relation to the Registrant or any of its subsidiaries and (ii) advance moneys to a director or officer
for the costs, charges and expenses incurred by the director or officer in defending any civil or criminal proceedings against
him or her, on condition that the director or officer shall repay the advance if any allegation of fraud or dishonesty in relation
to the Registrant is proved against him or her.
The Registrant has entered
into indemnification agreements with each of its directors and executive officers.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the
list of exhibits at the end of this Registration Statement, which is incorporated by reference herein.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by Section 10(a)(3)
of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
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(iii)
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to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this
Registration Statement;
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provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
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(2)
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That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
and
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(3)
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Amman, Jordan, on the 3rd day of June, 2020.
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International General Insurance Holdings Ltd.
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By:
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/s/ Wasef Jabsheh
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Name:
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Wasef Jabsheh
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Title:
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below does hereby constitute and appoint Hatem Jabsheh, Rawan Alsulaiman and
Pervez Rizvi, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution
and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any subsequent registration statement filed by the Registrant
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file or cause to be filed the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
on June 3, 2020 in the capacities indicated.
Signature
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Capacity
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/s/ Wasef Jabsheh
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Chairman and Chief Executive
Officer and Director
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Wasef Jabsheh
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(Principal Executive Officer)
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/s/ Pervez Rizvi
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Chief Financial Officer
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Pervez Rizvi
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(Principal Financial Officer)
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/s/ David Anthony
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Director
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David Anthony
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/s/ Michael T. Gray
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Director
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Michael T. Gray
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/s/ Walid Wasef Jabsheh
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Director
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Walid Wasef Jabsheh
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/s/ David King
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Director
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David King
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/s/ Wanda Mwaura
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Director
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Wanda Mwaura
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/s/ Andrew J. Poole
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Director
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Andrew J. Poole
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AUTHORIZED REPRESENTATIVE
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of
International General Insurance Holdings Ltd., has signed this Registration Statement in the City of Newark, State of Delaware,
on June 3, 2020.
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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EXHIBITS
Exhibit
No.
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Description
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3.1
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Memorandum of Association of International General Insurance Holdings Ltd. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-4 (File No. 333-235427) filed with the Commission on December 9, 2019).
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3.2
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Amended and Restated Bye-Laws of International General Insurance Holdings Ltd. (incorporated by reference to Exhibit 1.2 to the Registrant’s shell company report on Form 20-F (File No. 001-39255) filed with the Commission on March 23, 2020).
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4.1
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Specimen Common Share Certificate of the Registrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form F-4 (File No. 333-235427) filed with the Commission on February 10, 2020).
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4.2
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Specimen Warrant Certificate of the Registrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form F-4 (File No. 333-235427) filed with the Commission on February 10, 2020).
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4.3
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Warrant Agreement, dated as of March 15, 2018, between Continental Stock Transfer & Trust Company and Tiberius (incorporated herein by reference to Exhibit 4.1 to Tiberius’s current report on Form 8-K (File No. 001-38422) filed with the Commission on March 21, 2018).
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4.4
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Amendment to Warrant Agreement, dated as of March 17, 2020, between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 to the Registrant’s shell company report on Form 20-F (File No. 001-39255) filed with the Commission on March 23, 2020).
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5.1*
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Opinion of Conyers Dill & Pearman.
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10.1
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International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s shell company report on Form 20-F (File No. 001-39255) filed with the Commission on March 23, 2020).
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10.2
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Form of Restricted Shares Agreement Pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to the Registrant’s shell company report on Form 20-F (File No. 001-39255) filed with the SEC on March 23, 2020).
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10.3
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Form of Restricted Share Unit Agreement Pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.28 to the Registrant’s shell company report on Form 20-F (File No. 001-39255) filed with the SEC on March 23, 2020).
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10.4*
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Form of Share Appreciation Rights Agreement Pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan.
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10.5*
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Form of Nonqualified Stock Option Agreement Pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan.
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23.1*
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Consent of Ernst & Young, LLP.
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23.2*
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Consent of Marcum LLP.
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23.3*
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Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
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24.1*
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Power of Attorney (included in the signature pages to this Registration Statement).
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* Filed herewith
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