Allshores Launches Tender Offer Plan
Allshores announced today that “the Board has determined to return up to BMD$20.0 million to eligible Shareholders by way of a Tender Offer.”
In a filing with the BSX, the company said, “Allshores Limited [the “Company”] announces today that the Board has determined to return up to BMD$20.0 million to eligible Shareholders by way of a Tender Offer for up to 689,655 Shares at a fixed price of BMD$29.00 per Share.
“The Board remains focused on maintaining an efficient capital structure, while ensuring the Company retains the capital needed to support its insurance business, regulatory requirements and strategic priorities. In recent months, the Company has increased the ordinary dividend and undertaken an onmarket Share buyback programme. In light of the Company’s continued strong capital position, the Board considers that a further targeted return of up to BMD$20.0 million to eligible Shareholders by way of a Tender Offer is appropriate, recognising that the final amount returned will depend on the level of Shareholder participation in the Tender Offer.”
“The Tender Offer is intended to provide Shareholders who wish to sell their Shares with an orderly mechanism to realise value at a fixed price. As more than 80% of our Shareholders are located in Bermuda, we would expect a substantial proportion of any proceeds paid under the Tender Offer to go directly to Bermudian Shareholders, benefiting the Bermuda economy,” said Abigail Clifford, Group President and Chief Executive Officer.
A spokesperson added, “An advantage of the Tender Offer structure is that it is voluntary, leaving each Shareholder to decide whether or not to participate. Those Shareholders who do wish to sell may do so at a fixed price of BMD$29.00 per Share, representing a 20.9% premium to the BSX closing price of the Company’s Shares on 18 June 2026 and a 23.7% premium to the volume-weighted average price of the Company’s Shares over the 90 trading days ended 18 June 2026. No brokerage or dealing costs will be payable by Shareholders in respect of Tendered Shares. This represents a cost saving for participating Shareholders, in particular those with smaller holdings, where transaction costs can be disproportionate to the value realised. In addition, the Tender Offer structure provides Shareholders with a liquidity opportunity in light of limited trading volumes in the Company’s Shares.
“Shareholders who prefer to remain invested do not need to take any action and may continue to hold their Shares, receive the recently increased ordinary dividend and otherwise retain their exposure to the Company’s future performance.
“Any Shareholder on the Company’s shareholder register at close of business on 5 June 2026 will remain entitled to receive the Company’s dividend in respect of the first quarter of 2026, which is expected to be paid on or about 26 June 2026. Tendering Shares before that payment date will not affect that entitlement.
“A Circular setting out the full terms and conditions of the Tender Offer, including the expected timetable, procedures for tendering and notices to overseas Shareholders, is being sent to Shareholders today.
“Under the Tender Offer, the Company will purchase up to 689,655 Shares at a fixed price of BMD$29.00 per Share.
“The latest time and date for receipt of tender instructions is expected to be 4.30pm Bermuda time on 17 July 2026, with settlement expected on or about 24 July 2026, in each case subject to any revisions announced by the Company.
“Eligibility to participate in the Tender Offer will be determined by reference to the Company’s register of members at close of business on the Record Date, expected to be 17 July 2026. A trade date alone will not determine eligibility. Settlement on the Bermuda Stock Exchange is on a T+2 basis. Accordingly, the latest date on which Shares may be purchased and still settle by the Record Date is Wednesday 15 July 2026 [settling on Friday 17 July 2026]. Accordingly, any purchase or transfer of Shares must have settled, and the purchaser or transferee must have been entered on the register of members, by close of business on the Record Date in order to participate in the Tender Offer in respect of those Shares.
“If the Tender Offer is oversubscribed, tenders will be scaled back on a pro rata basis, subject to priority treatment for Shareholders holding fewer than 100 Shares who tender their entire holding, as further described in the Circular. Approximately one-third of Shareholders on the Company’s register hold fewer than 100 Shares.
“The Tender Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction. Accordingly, the Tender Offer may not be made, distributed or accepted, directly or indirectly, in or into any Restricted Jurisdiction. Further details are contained in the Circular.
“This announcement should be read in conjunction with the Circular and does not constitute the full terms and conditions of the Tender Offer. Shareholders should read the Circular in full before deciding what action, if any, to take.”
