AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2010
REGISTRATION
NO. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
MAIDEN
HOLDINGS, LTD.
(Exact
name of registrant as specified in its charter)
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Bermuda
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98-0570192
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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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131
Front Street
Hamilton
HM12, Bermuda
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(Address
of Principal Executive Offices)
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Amended
and Restated Maiden Holdings, Ltd. 2007 Share Incentive Plan
(Full
title of the plan)
CT
Corporation System
111
8th Avenue, 13th Floor
New
York, New York 10011
(Name
and address of agent for service)
(212)
590-9330
(Telephone
number, including area code, of agent for service)
Copy
to:
Arturo
M. Raschbaum
President
and Chief Executive Officer
Maiden
Holdings, Ltd.
131
Front Street, Hamilton HM12, Bermuda
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of “accelerated
filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer x
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Non-accelerated
filer ¨
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Smaller
reporting company ¨
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price
(3)
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Amount of
registration fee
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Common
shares, par value $0.01 per share
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7,200,000 | $ | 6.95 | $ | 50,040,000 | $ | 3,568 | |||||||||
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, to the extent additional
common shares may be issued or issuable as a result of a stock split or
other distribution declared at any time by our Board of Directors while
this registration statement is in effect, this registration statement is
hereby deemed to cover all such additional common
shares.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rules 457(c) and 457(h)(1) of the Securities Act of 1933. The
price per share and aggregate offering price are based upon the average of
the high and low asked prices of our common shares on May 14, 2010, as
reported on the Nasdaq Global Select
Market.
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(3)
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This
registration statement registers an additional 7,200,000 shares issuable
under the Amended and Restated Maiden Holdings, Ltd. 2007 Share Incentive
Plan (the “Plan”). We have previously registered 2,800,000
shares issuable under the Plan (Registration Statement No.
333-163515).
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STATEMENT
REGARDING INCORPORATION BY REFERENCE FROM
EFFECTIVE
REGISTRATION STATEMENT
AND
EXPLANATORY NOTE
This
registration statement registers additional securities of the same class as
other securities for which a registration statement filed on Form S-8 relating
to the Amended and Restated Maiden Holdings, Ltd. 2007 Share Incentive Plan
(the “Plan”) is already effective. Pursuant to Instruction E to
Form S-8, we incorporate by reference into this registration statement the
contents of the registration statement we filed on Form S-8 with the Securities
and Exchange Commission on December 4, 2009 (File No. 333-163515) (the “Original
Registration Statement”) in its entirety, and including exhibits thereto,
relating to the registration of shares of our common shares, par value $0.01 per
share, authorized for issuance under the Plan. This registration
statement provides for the registration of an additional 7,200,000 common shares
authorized for issuance under the Plan pursuant to an amendment to the Plan
adopted by our shareholders on May 4, 2010.
This
registration statement includes a reoffer prospectus, which has been revised to
update the reoffer prospectus that was filed with the Original Registration
Statement (the “Revised Reoffer Prospectus”). The Revised Reoffer
Prospectus has been prepared in accordance with the requirements of Part I of
Form S-3 (as permitted by Section C.1. of the General Instructions to Form
S-8). The reoffer prospectus may be used by certain officers and
directors of the Company to sell or otherwise dispose of common shares they
receive as grants under, or as a result of the exercise of options granted or to
be granted to them under, the Plan.
2
REOFFER
PROSPECTUS
MAIDEN
HOLDINGS, LTD.
10,000,000
Common Shares
This
prospectus covers the offer and resale of up to 10,000,000 common shares, par
value $0.01 per share, of Maiden Holdings, Ltd., a Bermuda company, which may be
offered and sold from time to time by certain officers and directors of the
Company who have acquired or will acquire such shares pursuant to the Amended
and Restated Maiden Holdings, Ltd. 2007 Share Incentive Plan (the
“Plan”).
The
common shares may be sold from time to time by the selling shareholders or by
their pledgees, donees, transferees or other successors in interest. Such sales
may be made on the Nasdaq Global Select Market or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. We will not receive any of the proceeds
from the sale of these common shares (except pursuant to an exercise of options
to purchase common shares under the Plan), although we have paid the expenses of
preparing this prospectus and the related registration statement.
The
closing sales price of our common shares on May 14, 2010 as reported by the
Nasdaq Global Select Market was $6.97.
You
should read this prospectus carefully before you invest. Investing in the
common shares offered hereby involves significant risks. For more
information, please see the section of this prospectus titled “Risk Factors,”
beginning on page 6.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is May 18, 2010.
TABLE
OF CONTENTS
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Prospectus
Summary
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3
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Forward
Looking Statements
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5
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Risk
Factors
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6
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Use
of Proceeds
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6
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Selling
Shareholders
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6
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Plan
of Distribution
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8
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Legal
Matters
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9
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Experts
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9
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Information
Incorporated By Reference
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9
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Where
You Can Find More Information
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10
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NO PERSON
HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER
PERSON. THE INFORMATION CONTAINED IN THIS PROSPECTUS, AS WELL AS ANY
INFORMATION INCORPORATED BY REFERENCE, IS CURRENT ONLY AS OF THE DATE OF THIS
PROSPECTUS OR THE DATE OF THE DOCUMENT INCORPORATED BY REFERENCE, AS
APPLICABLE. THE COMPANY’S BUSINESS, FINANCIAL CONDITION AND RESULTS
OF OPERATIONS MAY HAVE CHANGED SINCE THAT DATE. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
2
PROSPECTUS
SUMMARY
The
following is only a summary of some of the information contained or incorporated
by reference in this prospectus that we believe to be important. We
have selected highlights of material aspects of our business to be included in
this summary. We urge you to read this entire prospectus, including
the information incorporated by reference in this
prospectus. Investing in our common shares involves
risks. You should carefully consider the information below referenced
under the heading “Risk Factors,” in this prospectus and under that heading in
our reports filed with the SEC from time to time.
In this
prospectus, the words “Maiden,” “Company,” “we,” “our” and “us” refer to Maiden
Holdings, Ltd. and our consolidated subsidiaries, unless the context requires
otherwise.
Business
We are a
Bermuda-based holding company formed in June 2007, primarily focused on serving
the needs of regional and specialty insurers in the United States and Europe by
providing innovative reinsurance solutions designed to support their capital
needs. We specialize in reinsurance solutions that optimize financing by
providing coverage within the more predictable and actuarially credible lower
layers of coverage and/or reinsuring risks that are believed to be lower hazard,
more predictable and generally not susceptible to catastrophe claims. Our
tailored solutions include a variety of value added services focused on helping
our clients grow and prosper.
We
provide reinsurance through our wholly owned subsidiaries, Maiden Reinsurance
Company (“Maiden US”) and Maiden Insurance Company, Ltd. (“Maiden Bermuda”) and
have operations in the United States and Bermuda. On a more limited basis,
Maiden Specialty Insurance Company, a wholly owned subsidiary of Maiden US,
provides primary insurance on a surplus lines basis focusing on non-catastrophe
property and inland marine. Maiden Bermuda does not underwrite any primary
insurance business.
On
October 31, 2008, we acquired the reinsurance operations of GMAC Insurance from
GMACI Holdings, LLC (“GMACI”), which included the following components, the sum
of which are referred to as the “GMAC Acquisition”:
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·
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GMAC
RE LLC (“GMAC RE”), a reinsurance managing general agent writing business
on behalf of Motors Insurance Corporation and the renewal rights for the
business written through GMAC RE (which was subsequently renamed Maiden Re
Insurance Services, LLC);
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·
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GMAC
Direct Insurance Company (which closed on December 23, 2008 and was
subsequently renamed Maiden Reinsurance Company);
and
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·
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Integon
Specialty Insurance Company (which closed on September 1, 2009 and was
subsequently renamed Maiden Specialty Insurance
Company).
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Our
founding shareholders, Michael Karfunkel, George Karfunkel and Barry Zyskind
(the “Founding Shareholders”), are also the majority shareholders of AmTrust
Financial Services, Inc. (“AmTrust”) (NASDAQ: AFSI), a multinational insurance
holding company that offers workers’ compensation and property and casualty
coverages for small businesses, extended warranty coverages for consumer and
commercial goods and other specialty insurance products. Michael Karfunkel is
the Chairman, George Karfunkel is a director, and Barry Zyskind is the
President, Chief Executive Officer and a director of AmTrust. Prior to the GMAC
Acquisition, all of the business was underwritten by Maiden Bermuda, which was
focused on providing reinsurance support to AmTrust and similarly other insurers
in both the U.S. and Europe that are focused on specialty insurance markets in
which they have developed expertise.
To
support the businesses acquired in the GMAC Acquisition and the North American
operations of our wholly owned subsidiary Maiden Holdings North America, Ltd.
(“Maiden NA”), on January 20, 2009, we completed a private placement of trust
preferred securities of approximately $260.1 million in the form of junior
subordinated debentures (the “Debentures”) issued by Maiden Capital Financing
Trust, a trust established by Maiden NA, and also issued 11,700,000 common
shares to the purchasers. The Debentures mature in 2039 and carry an interest
rate of 14%. Approximately 62% of these securities were placed privately with
two of our Founding Shareholders (Michael Karfunkel and George Karfunkel), and
the remainder with existing institutional investors.
3
In
November 2009, we announced an agreement in principal with American Capital
Acquisition Corporation (“ACAC”) regarding a multi-year 25% quota share
agreement expected to generate over $200 million in annual revenue. The contract
commenced on March 1, 2010 after final regulatory approval and the closing of
ACAC’s acquisition of GMACI’s U.S. consumer property and casualty insurance
business, as well as a small amount of commercial auto business. This business
generated over $1.0 billion in net written premium in each of 2008 and 2009.
ACAC is owned by one of our Founding Shareholders, Michael Karfunkel, and the
Michael Karfunkel 2005 Grantor Retained Annuity Trust (the “Trust”), which is
controlled by Michael Karfunkel. The Trust currently owns 72.4% of ACAC’s issued
and outstanding common stock, Michael Karfunkel currently owns 27.6% of ACAC’s
issued and outstanding common stock, and AmTrust owns preferred shares
convertible into 21.25% of the issued and outstanding common stock of ACAC. In
addition to reinsurance support, we will provide support services focused on
helping ACAC to continue its profitable expansion.
Our
principal executive office is located at 131 Front Street, Hamilton HM12,
Bermuda, and our telephone number is (441) 292-7090. Our website
address is www.maiden.bm. Unless specifically incorporated by
reference, information contained in our website is not a part of this
prospectus.
The
Offering
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Common
shares outstanding before the offering
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71,199,965
shares(1)
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Common
shares issuable upon exercise of options or issuance of restricted shares
granted or to be granted which may be offered pursuant to this
prospectus
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10,000,000
shares
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Nasdaq
symbol for common shares
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“MHLD”
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the common
shares. We will receive proceeds to the extent that options
granted under the Plan, whether currently outstanding or issued in the
future, are exercised. We will use the exercise proceeds, if
any, for working capital and general corporate
purposes.
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Risk
Factors
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There
are risks associated with an investment in the common shares offered by
this prospectus. You should carefully consider the risk factors
described under “Risk Factors” in this prospectus before making a decision
to invest.
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(1) As of
May 14, 2010. Does not include common shares issuable upon exercise
of outstanding options.
4
FORWARD
LOOKING STATEMENTS
Some of
the statements set forth in this prospectus are forward-looking
statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by forward-looking statements. Such
factors include, among other things, those referred to under “Risk Factors” and
elsewhere in this prospectus.
In some
cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative
of these terms or other comparable terminology. You should read
statements that contain these words carefully, because they discuss our
expectations about our future operating results or our future financial
condition or state other “forward-looking” information. There may be
events in the future that we are not able to accurately predict or
control. Before you invest in our securities, you should be aware
that the occurrence of any of the events described in these risk factors and
elsewhere in this prospectus could substantially harm our business, results of
operations and financial condition, and that upon the occurrence of any of these
events, the trading price of our securities could decline and you could lose all
or part of your investment. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, growth rates, levels of activity, performance or
achievements. We are under no duty to update any of the
forward-looking statements after the date of this prospectus to conform these
statements to actual results.
5
RISK
FACTORS
Our
business and, accordingly, an investment in our securities involve significant
risks. We urge you to carefully consider the risks incorporated by reference in
this prospectus before making an investment decision, including those risks set
forth under “Risk Factors” in Part I, Item 1A of our Annual Report on
Form 10-K for the year ended December 31, 2009, as well as in our other
filings with the SEC, all of which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the
future.
Additional
risks and uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations. If any of these risks were
to occur, our business, financial condition and results of operations could be
seriously harmed. In that event, the trading price of our shares could decline
and you may lose all or part of your investment.
USE
OF PROCEEDS
The
shares which may be sold under this prospectus will be sold for the respective
accounts of each of the selling shareholders. Accordingly, we will
not realize any proceeds from the sale of the shares, except that we will derive
proceeds if all of the options to purchase common shares currently outstanding
and options that may be issued in the future are exercised. If
exercised, such proceeds will be available to us for working capital and general
corporate purposes. No assurance can be given, however, as to when or
if any or all of the options will be exercised. We will not receive any
proceeds from the issuance and vesting of restricted shares under the
Plan. All expenses of the registration of the shares will be paid for
by us. See “Selling Shareholders” and “Plan of
Distribution.”
SELLING
SHAREHOLDERS
The
following table sets forth (i) the name and relationship to the Company and its
affiliates (within the past three years) of each selling shareholder listed
below; (ii) the number of common shares each selling shareholder owned of
record before the offering; (iii) the number of common shares being offered for
sale by such holder pursuant to this prospectus (which represents the maximum
number of shares that could be sold under this prospectus by such holder
assuming the vesting of all awards and exercise of all options); and (iv) the
amount of common shares to be owned by each selling shareholder and (if one
percent or more) the percentage of the class to be owned by such holder assuming
such holder disposes of all of the shares being offered pursuant to this
prospectus. The information under this heading relates to resales of shares
covered by this prospectus by persons who are our “affiliates” as that term is
defined under federal securities laws. These persons will be our executive
officers and members of our Board of Directors.
The
tabular information below assumes that all the common shares being offered
pursuant to the registration statement of which this prospectus is a part are
sold to third parties. However, because the selling shareholders may
offer all or a portion of the shares covered by this prospectus at any time and
from time to time hereafter, the exact number of shares that each selling
shareholder may retain after completion of the offering cannot be determined at
this time. Information concerning the selling shareholders may change from
time to time and, to the extent required, will be set forth in supplements or
amendments to this prospectus.
6
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Present Principal Position
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Shares
Beneficially
Owned Before
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Shares
Offered
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Common Shares and
Percentage of Class to be
Owned After the Offering
(3)(4)
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Name
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with Us or Our Affiliates
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the Offering(1)
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Hereby(2)
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Number
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Percent
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Arturo
Raschbaum
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President
and Chief Executive Officer
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732,467 | (5) | 666,667 | 65,800 | * | ||||||||||||
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John
Marshaleck
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Chief
Financial Officer
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183,000 | (6) | 150,000 | 33,000 | * | ||||||||||||
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Karen
Schmitt
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President
of Major Subsidiaries
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195,250 | (7) | 150,000 | 45,250 | * | ||||||||||||
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Patrick
Haveron
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Executive
Vice President and President of Subsidiary
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42,500 | (8) | 40,000 | 2,500 | * | ||||||||||||
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Raymond
Neff
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Director
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324,000 | (9) | 24,000 | 300,000 | * | ||||||||||||
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Steven
Nigro
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Director
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25,000 | (10) | 24,000 | 1,000 | * | ||||||||||||
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Simcha
Lyons
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Director
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60,505 | (11) | 24,000 | 36,505 | * | ||||||||||||
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Yehuda
Neuberger
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Director
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124,000 | (12) | 24,000 | 100,000 | * | ||||||||||||
*
Represents less than 1% of the outstanding common shares.
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(1)
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The
securities “beneficially owned” by an individual are determined in
accordance with the definition of “beneficial ownership” set forth in the
regulations of the SEC under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), except that it includes all shares issuable
upon exercise of all outstanding options. They may include securities
owned by or for, among others, the spouse and/or minor children of an
individual and any other relative who has the same home as such
individual, as well as, other securities as to which the individual has or
shares voting or investment power. Beneficial ownership may be disclaimed
as to certain of the securities.
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(2)
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The
amounts for each selling shareholder assume full vesting and exercise of
all outstanding options to purchase common shares held by that selling
shareholder as of the date of this
prospectus.
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(3)
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The
percentage of beneficial ownership shown in the table is based on
71,199,965 common shares issued and outstanding as of May 14,
2010.
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(4)
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Assuming
the sale of all shares covered by this prospectus and that the number of
common shares issued and outstanding upon the completion of the offering
will include only such shares together with all other shares issued and
outstanding on the date of this
prospectus.
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(5)
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Includes
145,833 common shares issuable upon exercise of options which are
currently exercisable or become exercisable within 60 days of the date of
this prospectus, 520,834 shares issuable pursuant to options not presently
exercisable and not exercisable within 60 days of the date of this
prospectus, and 65,800 common shares. Does not include 333,333
common shares not yet issued and not exercisable within 60 days of the
date of this prospectus (such options are to be issued pursuant to an
employment agreement with Mr. Raschbaum dated October 31,
2008).
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(6)
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Includes
39,062 common shares issuable upon exercise of options which are currently
exercisable or become exercisable within 60 days of the date of this
prospectus, 110,938 common shares issuable pursuant to options not
presently exercisable and not exercisable within 60 days of the date of
this prospectus and 33,000 common
shares.
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(7)
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Includes
39,062 common shares issuable upon exercise of options which are currently
exercisable or become exercisable within 60 days of the date of this
prospectus, 110,938 common shares issuable pursuant to options not
presently exercisable and not exercisable within 60 days of the date of
this prospectus and 45,250 common shares. Ms. Schmitt is the
President of Maiden Re Insurance Services, LLC, Maiden Reinsurance Company
and Maiden Specialty Insurance Company, each a subsidiary of the
Company.
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7
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(8)
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Includes
40,000 common shares issuable pursuant to options not presently
exercisable and not exercisable within 60 days of the date of this
prospectus and 2,500 common shares. Mr. Haveron is an Executive
Vice President of the Company and the President of Maiden Global Servicing
Company, LLC, a subsidiary of the
Company.
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(9)
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Includes
24,000 common shares issuable upon exercise of options which are currently
exercisable or become exercisable within 60 days of the date of this
prospectus and 300,000 common
shares.
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(10)
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Includes
24,000 common shares issuable upon exercise of options which are currently
exercisable or become exercisable within 60 days of the date of this
prospectus and 1,000 common shares.
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(11)
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Includes
24,000 common shares issuable upon exercise of options which are currently
exercisable or become exercisable within 60 days of the date of this
prospectus and 36,505 common
shares.
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(12)
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Includes
24,000 common shares issuable upon exercise of options which are currently
exercisable or become exercisable within 60 days of the date of this
prospectus and 100,000 common
shares.
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PLAN
OF DISTRIBUTION
In this
section of the prospectus, the term “selling shareholder” means and
includes: (i) the persons identified in the table above as the
selling shareholders and (ii) any of their donees, pledgees, distributees,
transferees or other successors in interest who may (a) receive any of the
common shares offered hereby after the date of this prospectus and (b) offer or
sell those shares hereunder. The decision to sell any shares is
within the discretion of the holders thereof, subject generally to the Company’s
policies affecting the timing and manner of sale of common shares by certain
individuals. There can be no assurance that any shares will be sold
by the selling shareholders.
The
common shares offered by this prospectus may be sold from time to time directly
by the selling shareholders. Alternatively, the selling shareholders
may from time to time offer such shares through underwriters, brokers, dealers,
agents or other intermediaries. The selling shareholders as of the
date of this prospectus have advised us that there were no underwriting or
distribution arrangements entered into with respect to the common shares offered
hereby. The distribution of the common shares by the selling shareholders
may be effected (i) in one or more transactions that may take place on Nasdaq
(including one or more block transactions) through customary brokerage channels,
either through brokers acting as agents for the selling shareholders, or through
market makers, dealers or underwriters acting as principals who may resell these
shares on Nasdaq, (ii) in privately-negotiated sales, (iii) by a
combination of such methods or (iv) by other means. These
transactions may be effected at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at other negotiated
prices. Usual and customary or specifically negotiated brokerage fees
or commissions may be paid by the selling shareholders in connection with sales
of our common shares.
The
selling shareholders may enter into hedging transactions with broker-dealers in
connection with distributions of the shares or otherwise. In such
transactions, broker-dealers may engage in short sales of the common shares in
the course of hedging the positions they assume with the selling
shareholders. The selling shareholders also may sell shares short and
redeliver the shares to close out such short positions. The selling
shareholders may enter into option or other transactions with broker-dealers
that require the delivery to the broker-dealer of common shares. The
broker-dealer may then resell or otherwise transfer such common shares pursuant
to this prospectus.
The
selling shareholders also may lend or pledge common shares to a
broker-dealer. The broker-dealer may sell the common shares so lent,
or upon a default the broker-dealer may sell the pledged common shares pursuant
to this prospectus. Any securities covered by this prospectus that
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this prospectus. The selling shareholders have advised us
that they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their securities.
There is no underwriter or coordinating broker acting in connection with the
proposed sale of common shares by the selling shareholders.
8
Although
the common shares covered by this prospectus are not currently being
underwritten, the selling shareholders or their underwriters, brokers, dealers
or other agents or other intermediaries, if any, that may participate with the
selling security holders in any offering or distribution of common shares may be
deemed “underwriters” within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”) and any profits realized or commissions received
by them may be deemed underwriting compensation thereunder. Because
the selling shareholders may be deemed to be “underwriters” within the meaning
of Section 2(11) of the Securities Act, the selling shareholders will be subject
to the prospectus delivery requirements of the Securities Act, which may include
deemed delivery by brokers or dealers pursuant to Rule 153 under the Securities
Act in connection with sales effected between brokers or dealers on or through
Nasdaq.
Under
applicable rules and regulations under the Exchange Act, any person engaged in a
distribution of common shares offered hereby may not simultaneously engage in
market making activities with respect to the common shares for a period of up to
five days preceding such distribution. The selling shareholders will
be subject to the applicable provisions of the Exchange Act and the rules and
regulations promulgated thereunder, including without limitation Regulation M,
which provisions may limit the timing of purchases and sales by the selling
shareholders.
In order
to comply with certain state securities or blue sky laws and regulations, if
applicable, the common shares offered hereby will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In certain states, the
common shares may not be sold unless they are registered or qualified for sale
in such state, or unless an exemption from registration or qualification is
available and is obtained.
We will
bear all costs, expenses and fees in connection with the registration of the
common shares offered hereby. However, the selling shareholders will bear any
brokerage or underwriting commissions and similar selling expenses, if any,
attributable to the sale of the common shares offered pursuant to this
prospectus.
We have
agreed to indemnify certain of the selling shareholders against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments to which any of those shareholders may be required to make in respect
thereof.
There can
be no assurance that the selling shareholders will sell any or all of the
securities offered by them hereby.
LEGAL
MATTERS
The
validity of the issuance of the common shares offered hereby has been passed
upon for us by Conyers Dill & Pearman Limited, Hamilton,
Bermuda.
EXPERTS
Our
consolidated balance sheets as of December 31, 2009 and 2008, and the related
consolidated statements of operations, comprehensive income, changes in
shareholders’ equity and comprehensive income (loss), and cash flows for each of
the years ended December 31, 2009 and 2008 and for the period from May 31, 2007
(inception) to December 31, 2007, which are incorporated by reference in this
prospectus, have been audited by BDO Seidman, LLP, an independent registered
public accounting firm, as stated in their report with respect thereto, and are
included in reliance upon the report of such firm given upon its authority as
experts in accounting and auditing.
INFORMATION
INCORPORATED BY REFERENCE
The SEC
allows us to “incorporate by reference” in this prospectus certain of the
information we file with the SEC. This means we can disclose important
information to you by referring you to another document that has been filed
separately with the SEC. The information incorporated by reference is considered
to be part of this prospectus, and will modify and supersede the information
included in this prospectus to the extent that the information incorporated by
reference modifies or supersedes the existing information.
9
The
following documents filed with the SEC (File No. 001-34042) are incorporated
herein by reference:
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|
·
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Our
Annual Report on Form 10-K for the year ended December 31, 2009,
filed with the SEC on March 16,
2010.
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·
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All
other reports filed by us with the SEC pursuant to Sections 13(a) or 15(d)
of the Exchange Act since December 31,
2009.
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|
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·
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The
description of our common shares contained in the section entitled
“Description of Share Capital” in the prospectus included in our
registration statement on Form S-1, as initially filed with the SEC on
September 17, 2007, subsequently amended and declared effective May 6,
2008 (File No. 333-146137) (which description is incorporated by reference
into our registration statement on Form 8-A, as filed on May 2,
2008).
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All
documents filed by us after the date of this registration statement pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all of the securities offered
hereunder have been sold or that deregisters all securities remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus 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 part of this prospectus.
We will
provide without charge to each person to whom this prospectus is delivered, upon
written or oral request of that person, a copy of all documents incorporated by
reference into the registration statement of which this prospectus is a part,
other than exhibits to those documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to Secretary, Maiden Holdings, Ltd., 131 Front Street,
Hamilton HM12, Bermuda, telephone: (441) 292-7090.
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy, upon payment of a fee set by the
SEC, any documents that we file with the SEC as its public reference room at 100
F Street, N.E., Washington, D.C. 20549. You may also call the SEC at
(800) SEC-0330 for more information on the public reference room. Our
filings are also available to the public on the Internet through the SEC’s EDGAR
database. You may access the EDGAR database at the SEC’s website at
www.sec.gov. The information we file with the SEC and other
information about us is also available on our website at www.maiden.bm, free of
charge. However, the information on our website is not incorporated
into this prospectus and you should not consider information contained on the
SEC’s website or our website to be part of this prospectus.
This
prospectus is part of a registration statement on Form S-8 that we have filed
with the SEC to register the common shares offered hereby under the Securities
Act. As permitted by SEC rules, this prospectus does not contain all of the
information contained in the registration statement and accompanying exhibits
and schedules that we file with the SEC. You may refer to the
registration statement, the exhibits and schedules for more information about us
and our common shares. The registration statement, exhibits and
schedules are available at the SEC’s public reference room or through its EDGAR
database on the Internet.
You
should rely only on the information contained in this prospectus or any
supplement to this prospectus. We have not authorized anyone to provide
you with different information.
10
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item
8.
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Exhibits.
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See Exhibit Index immediately following
the signature page.
II-1
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Hamilton, Bermuda, on May 18, 2010.
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MAIDEN
HOLDINGS, LTD.
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|||
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By:
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/s/ Arturo
Raschbaum
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Name:
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Arturo
Raschbaum
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Title:
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President
and Chief Executive Officer
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POWER
OF ATTORNEY AND SIGNATURES
We, the
undersigned officers and directors of Maiden Holdings, Ltd., hereby severally
constitute and appoint Arturo Raschbaum and John Marshaleck, and each of them
singly, our true and lawful attorneys-in-fact, with full power to them in any
and all capacities, to sign any and all amendments to this registration
statement on Form S-8 (including any post-effective amendments thereto), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
Maiden Holdings, Ltd. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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||
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/s/ Arturo Raschbaum
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President
and Chief Executive Officer
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May
18, 2010
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||
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Arturo
Raschbaum
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(Principal
Executive Officer)
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|||
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/s/ John Marshaleck
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Chief
Financial Officer
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May
18, 2010
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||
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John
Marshaleck
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(Principal
Financial and Accounting Officer)
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|||
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/s/ Barry Zyskind
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Chairman
of the Board
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May
18, 2010
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||
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Barry
Zyskind
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||||
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/s/ Raymond Neff
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Director
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May
18, 2010
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||
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Raymond
Neff
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||||
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/s/ Steven Nigro
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Director
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May
18, 2010
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||
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Steven
Nigro
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||||
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/s/ Simcha Lyons
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Director
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May
18, 2010
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||
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Simcha
Lyons
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||||
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/s/ Yehuda Neuberger
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Director
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May
18, 2010
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||
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Yehuda
Neuberger
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EXHIBIT
INDEX
|
Exhibit
Number
|
Exhibit
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|
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4.1
|
Memorandum
of Association (filed herewith).
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|
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4.2
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Bye-Laws
(previously filed as Exhibit 3.2 to the Company’s registration statement
on Form S-1, as initially filed with the SEC on September 17, 2007,
subsequently amended and declared effective May 6, 2008 (File No.
333-146137)).
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|
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4.3
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Form
of Common Share Certificate (previously filed as Exhibit 4.1 to the
Company’s registration statement on Form S-1, as initially filed with the
SEC on September 17, 2007, subsequently amended and declared effective May
6, 2008 (File No. 333-146137)).
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|
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5.1
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Opinion
of Conyers Dill & Pearman Limited (filed herewith).
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23.1
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Consent
of BDO Seidman, LLP, independent registered public accounting firm (filed
herewith).
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23.2
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Consent
of Conyers Dill & Pearman Limited (included in its opinion filed as
Exhibit 5.1).
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24.1
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Power
of Attorney (included in the signature page hereto).
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|
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99.1
|
Amended
and Restated Maiden Holdings, Ltd. 2007 Share Incentive Plan (previously
filed as Appendix A to the Company’s definitive proxy statement filed with
the SEC on April 2, 2010 (File No.
001-34042)).
|
Exhibit
5.1
May 18,
2010
|
Maiden
Holdings, Ltd.
131
Front Street, 2nd
Floor
Hamilton
HM12
Bermuda
|
|
Dear
Sirs
Maiden Holdings, Ltd. (the
"Company")
We have
acted as special legal counsel in Bermuda to the Company in connection with a
prospectus (the "Prospectus") contained in a
registration statement on form S-8 filed with the Securities and Exchange
Commission (the "Commission") on May 18, 2010
(the "Registration
Statement", which term does not include any other documents or agreement
whether or not specifically referred to therein or attached as an exhibit or
schedule thereto) relating to the registration under the United States
Securities Act of 1933, as amended, (the "Securities Act") of 7,200,000
common shares, par value US$0.01 (the "Common Shares"), issuable
pursuant to the Company's Amended and Restated 2007 Share Incentive Plan (the
"Plan", which term does
not include any other document or agreement whether or not specifically referred
to therein or attached as an exhibit or schedule thereto).
For the
purposes of giving this opinion, we have examined copies of the Registration
Statement, the Prospectus and the Plan. We have also reviewed the
memorandum of association and the bye-laws of the Company, each certified by the
Assistant Secretary of the Company on 17 May 2010, a secretary's certificate of
extract of resolutions passed at a meeting of the board of directors of the
Company held on 4 May 2010 (together, the "Minutes"). We have
also reviewed such other documents and made such enquiries as to questions of
law as we have deemed necessary in order to render the opinion set forth
below.
We have
assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) of all
documents examined by us and the authenticity and completeness of the originals
from which such copies were taken; (b) that where a document has been examined
by us in draft form, it will be or has been executed and/or filed in the form of
that draft, and where a number of drafts of a document have been examined by us
all changes thereto have been marked or otherwise drawn to our attention; (c)
the accuracy and completeness of all factual representation made in the
Registration Statement, the Prospectus and the Plan and other documents reviewed
by us; (d) that the resolutions contained in the Minutes were passed at one or
more duly convened, constituted and quorate meetings, or by unanimous written
resolutions, remain in full force and effect and have not been rescinded or
amended; (e) that there is no provision of the law of any jurisdiction, other
than Bermuda, which would have any implication in relation to the opinions
expressed herein; (f) the validity and binding effect under the applicable
governing laws , to the extent not under Bermuda law, of the Plan in accordance
with its terms: (g) that, upon the issue of any Common Shares, the Company will
receive consideration for the full issue price thereof, which shall be equal to
at least the par value thereof; (h) that on the date of issuance of any of the
Common Shares, the Company will have sufficient authorised but unissued common
shares; (i) that on the date of issuance of any award under the Plan, the
Company will be able to pay its liabilities as they become due; (j) that the
Company's shares will be listed on an appointed stock exchange, as defined in
the Companies Act 1981, as amended, and the consent to the issue and free
transfer of the Common Shares given by the Bermuda Monetary Authority pursuant
to its Notice to the Public dated 1 June 2005 will not have been revoked or
amended at the time of the issuance of any Common Shares.
-1-
Maiden
Holdings, Ltd.
Opinion –
May 18, 2010
We have
made no investigation of and express no opinion in relation to the laws of any
jurisdiction other than Bermuda. This opinion is to be governed by
and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda. This
opinion is issued solely for the purposes of the filing of the Prospectus and
the Registration Statement and the issuance of the Common Shares by the Company
pursuant to the Prospectus and the Plan and is not to be relied upon in respect
of any other matter.
On the
basis of, and subject to, the foregoing, we are of the opinion
that:
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1.
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The
Company is duly incorporated and existing under the laws of Bermuda in
good standing (meaning solely that it has not failed to make any filing
with any Bermuda governmental authority, or to pay any Bermuda government
fees or tax, which would make it liable to be struck off the Register of
Companies and thereby cease to exist under the laws of
Bermuda).
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2.
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When
issued and paid for in accordance with the terms of the Plan, the Common
Shares will be validly issued, fully paid, and non-assessable (which term
means when used herein that no further sums are required to be paid by the
holders thereof in connection with the issues of such
shares).
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We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus. In giving such consent, we do not hereby admit that
we are experts within the meaning of Section 11 of the Securities Act or that we
are in the category of persons whose consent in required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission promulgated
thereunder.
Yours
faithfully
/s/
Conyers Dill & Pearman Limited
Conyers
Dill & Pearman Limited
-2-
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Maiden
Holdings, Ltd.
Hamilton,
Bermuda
We hereby
consent to the incorporation by reference in this registration statement on Form
S-8 of our report dated March 16, 2010 relating to the consolidated financial
statements of Maiden Holdings, Ltd. appearing in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2009 and to the reference to our firm
under the heading “Experts” in the prospectus.
/s/ BDO
Seidman, LLP
New York,
New York
May 18,
2010