form425.htm
Filed
by Flagstone Reinsurance Holdings Limited
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: Flagstone Reinsurance Holdings Limited
Subject
Company’s Commission File No.: 001-33364
March 22,
2010
To Our
Valued Employees:
This
morning our Board of Directors announced that, after extensive research and
careful consideration, it has decided to change our Holding Company’s place of
incorporation from Bermuda to Luxembourg, pending approval by Flagstone’s
shareholders and the satisfaction of other conditions. We expect the
move to take place over several months following shareholder
approval. A copy of the press release we issued this morning is
attached.
As you
know, Luxembourg is a major financial center that has great relations with major
developed and developing countries around the world. The Board
believes this move will increase Flagstone’s strategic and capital flexibility
while maintaining our operating model and our long-term
strategy. Notably, Flagstone has operated in Luxembourg for most of
the Company’s history and we are very familiar with the country’s regulatory and
legal environment.
Importantly,
we expect this
move will have
no material impact on you, or how we conduct our day-to-day
operations. Flagstone’s reinsurance and insurance operations worldwide
will continue to operate without material change. Our principal operating
company will remain in Switzerland, underwriting and executive offices will
remain in Bermuda and all other locations, and the existing office in Luxembourg
will become our corporate holding company office.
All of
the details related to the move can be found in our proxy statement, which is
being filed with the Securities and Exchange Commission. As we work
to complete the move, we will do our best to keep you informed. In
the meantime, the most important thing for you to do is to remain focused on the
task at hand. Should you receive any inquiries from the media or
other interested parties, please refer them to Brent Slade at +1 (441) 278-4303.
Thank you
for your continued support of Flagstone.
Mark and
David
Flagstone
expects to file with the SEC a proxy statement/prospectus on Form S-4 in
connection with the redomestication. This employee mailer is not a substitute
for the proxy statement/prospectus. Investors and security holders are urged to
read the proxy statement/prospectus when it is available and any other relevant
documents filed or to be filed by Flagstone because they contain or will contain
important information about the proposed redomestication. The proxy
statement/prospectus and other documents filed or to be filed by Flagstone with
the SEC are or will be available free of charge at the SEC’s website
(www.sec.gov).
Flagstone
and its directors, executive officers and other employees may be deemed to be
participants in the solicitation of proxies in connection with the proposed
redomestication. Information about Flagstone’s directors and executive officers
will be available in the proxy statement/prospectus to be filed in connection
with the redomestication.