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International General Insurance Holdings Ltd. – ‘F-4’ on 12/9/19 – ‘EX-3.1’

On:  Monday, 12/9/19, at 5:16pm ET   ·   Accession #:  1213900-19-25669   ·   File #:  333-235427

Previous ‘F-4’:  None   ·   Next:  ‘F-4/A’ on 1/21/20   ·   Latest:  ‘F-4/A’ on 2/18/20   ·   9 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/09/19  Int’l General Ins Holdings Ltd.   F-4                   10:10M                                    Edgar Agents LLC/FA

Registration Statement by a Foreign Issuer for Securities Issued in a Business-Combination Transaction   —   Form F-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement by a Foreign Issuer for      HTML   4.46M 
                Securities Issued in a Business-Combination                      
                Transaction                                                      
 2: EX-3.1      Memorandum of Association of Pubco                  HTML     14K 
 3: EX-21.1     List of Subsidiaries of Pubco                       HTML      8K 
 4: EX-23.1     Consent of Marcum LLP                               HTML      6K 
 5: EX-23.2     Consentof Ernst & Young LLP                         HTML      6K 
 6: EX-99.2     Item 8A Representation Letter                       HTML     11K 
 7: EX-99.3     Consent of Wasef Jabsheh to Be Named as A Director  HTML      7K 
 8: EX-99.4     Consent of Walid Jabsheh to Be Named as A Director  HTML      7K 
 9: EX-99.5     Consent of Michael Gray to Be Named as A Director   HTML      8K 
10: EX-99.6     Consent of Andrew Poole to Be Named as A Director   HTML      8K 


‘EX-3.1’   —   Memorandum of Association of Pubco


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 3.1

 

FORM No. 2

 


 

BERMUDA

THE COMPANIES ACT 1981

 

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES

Section 7(1) and (2)

 

MEMORANDUM OF ASSOCIATION

OF

International General Insurance Holdings Ltd.

 

(hereinafter referred to as the Company)

 

1.The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

 

2.We, the undersigned, namely,

 

 

Name

  Address   Bermudian Status
(Yes or No)
  Nationality   Number of Shares Subscribed
Dawn Griffiths  

Clarendon House

2 Church Street

Hamilton, HM 11

Bermuda

  Yes   British   One
                 

Christopher Garrod

 

 

      Yes   British   One
                 

Marcello A. Ausenda

 

 

      Yes   British   One

 

 C: 

 

 

 

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

 

3.The Company is to be an exempted company as defined by the Companies Act 1981 (the “Act”).

 

4.The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding ___ in all, including the following parcels:- N/A

 

5.The authorised share capital of the Company is US$20.00 divided into shares of US$0.01 each.

 

6.The objects for which the Company is formed and incorporated are unrestricted.

 

7.The following are provisions regarding the powers of the Company

 

Subject to paragraph 6, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and –

 

(i)pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;

 

(ii)pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and

 

(iii)pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares.

 

 C: 

 C: 2

 

 

Signed by each subscriber in the presence of at least one witness attesting the signature thereof

 

 

     
     
     
     
     
(Subscribers)   (Witnesses)

 

SUBSCRIBED this                         day of, 2019

 

 

3

 

 


9 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/08/24  Int’l General Ins Holdings Ltd.   20-F       12/31/23  134:15M                                    EdgarAgents LLC/FA
 4/06/23  Int’l General Ins Holdings Ltd.   20-F       12/31/22  182:22M                                    EdgarAgents LLC/FA
 6/13/22  Int’l General Ins Holdings Ltd.   6-K         6/13/22    2:21M                                    EdgarAgents LLC/FA
 4/01/22  Int’l General Ins Holdings Ltd.   20-F       12/31/21  179:56M                                    EdgarAgents LLC/FA
10/20/21  Int’l General Ins Holdings Ltd.   20-F/A     12/31/20  174:56M                                    EdgarAgents LLC/FA
 4/02/21  Int’l General Ins Holdings Ltd.   20-F       12/31/20  166:21M                                    EdgarAgents LLC/FA
 8/25/20  Int’l General Ins Holdings Ltd.   POS AM               162:24M                                    EdgarAgents LLC/FA
 1/30/20  SEC                               UPLOAD3/19/20    2:57K  Int’l General Ins Holdings Ltd.
 1/06/20  SEC                               UPLOAD3/19/20    2:78K  Int’l General Ins Holdings Ltd.
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Filing Submission 0001213900-19-025669   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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