UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
 
FORM 8-K
 
 
 
Current Report
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2014
 
 
 
 
 
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
 
 
 
 
Bermuda
001-31909
Not Applicable
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
141 Front Street
Hamilton HM 19
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-8201
Not Applicable
(Former name or former address, if changed since last report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 




Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 4, 2014, Aspen Insurance Holdings Limited (“Aspen”) issued a press release announcing that Stephen Postlewhite, previously Aspen’s Chief Risk Officer, has been appointed to the position of Chief Executive Officer of Aspen Re, the Group reinsurance segment within Aspen, with immediate effect. Mr. Postlewhite succeeds James Few, a named executive officer of Aspen, who is leaving Aspen to pursue other opportunities.
Mr. Few has been placed on garden leave effective as of September 3, 2014 in accordance with the terms and conditions of his Amended and Restated Service Agreement with Aspen Bermuda Limited (as filed with the Securities and Exchange Commission as Exhibit 10.20 to Aspen’s Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference). It is anticipated that Mr. Few will remain on garden leave for a period of not less than 30 days and, for so long as Mr. Few remains on garden leave, he will continue to be an employee of Aspen Bermuda Limited and will receive his salary and contractual benefits. In addition, Emil Issavi has been appointed President of Aspen Re in addition to his existing role as Chief Underwriting Officer for Aspen’s reinsurance business and Richard Thornton has been appointed Chief Risk Officer in addition to his existing role as Aspen’s Head of Strategy. Mike Cain, Aspen’s Group General Counsel, has been appointed Chief Executive Officer of Aspen Bermuda Limited, Aspen’s Bermuda operating company, in addition to his current role, subject to Aspen Bermuda Limited Board and regulatory approval.
Section 7 - Regulation FD
Item 7.01 - Regulation FD Disclosure

A copy of the press release issued by Aspen announcing the changes involving executive officers is attached hereto as Exhibit 99.1.
Section 9. Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits

(d)
The following exhibit is furnished under Item 7.01 as part of this report:
 
99.1
Press Release of the Registrant, dated September 4, 2014.
The information furnished under Item 7.01 ‘‘Regulation FD Disclosure’’ shall not be deemed ‘‘filed’’ for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
ASPEN INSURANCE HOLDINGS LIMITED
(Registrant)
 
 
 
 
Dated: September 5, 2014
 
 
 
By:
 
/s/ John Worth
 
 
 
 
Name:
 
John Worth
 
 
 
 
Title:
 
Chief Financial Officer

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Exhibit 99.1 September 4 Press Release

Exhibit 99.1
PRESS RELEASE

ASPEN INSURANCE HOLDINGS NAMES STEPHEN POSTLEWHITE
CHIEF EXECUTIVE OFFICER OF ASPEN RE


Hamilton, Bermuda - September 4, 2014 - Aspen Insurance Holdings Limited (“Aspen”) (NYSE:AHL) announced today that Stephen Postlewhite, previously Aspen’s Chief Risk Officer, has been appointed to the position of Chief Executive Officer of Aspen Re, the Company’s reinsurance business, with immediate effect. He succeeds James Few who is leaving Aspen to pursue other opportunities.

Emil Issavi has been appointed President of Aspen Re in addition to his existing role as Chief Underwriting Officer for Aspen’s reinsurance business. Brian Boornazian will remain as Chairman of Aspen Re and Chief Executive Officer of Aspen Re, North America.

Aspen’s Chief Executive Officer, Chris O’Kane, said: “We are delighted to have Steve Postlewhite - one of our brightest and most able leaders - at the helm of Aspen Re, particularly at a time of continuing change in the reinsurance market. Steve is the architect of Aspen’s capital modelling capability and played an integral role in building the strong risk management framework which underpins our business today.

“By leveraging our strong local capabilities around the world as well as deep, long-term client relationships and a highly successful alternative reinsurance business, Aspen Re has delivered excellent performance despite market headwinds. The business delivered an underwriting profit of over $250 million and a combined ratio of 76.4% in 2013 and an average combined ratio of 89.2% over the past five years. We have a very strong senior management team within Aspen Re and Steve Postlewhite is the right leader to continue to drive our reinsurance strategy forward, to adapt to fast changing market conditions and to take Aspen Re to the next level.”

Chris O’Kane added: “I would like to thank James for the significant contribution he has made to Aspen over the last 12 years, most recently in terms of growing Aspen Re and in developing our Bermuda platform. We wish him every success in his future endeavors.”

Commenting further, Chris O’Kane said: “Emil Issavi is an extremely talented underwriter with outstanding technical expertise and he has played a critical role in the success of Aspen Re. I am pleased to announce his promotion to President of Aspen Re. We are also very fortunate to have someone of the caliber of Brian Boornazian, whose exceptional market knowledge, experience and connections, particularly in the United States, allows clients and brokers to benefit fully from our superior underwriting abilities.”





Brian Boornazian, Chairman of Aspen Re, added: “I am delighted to welcome Steve as CEO of Aspen Re. We have an outstanding business and I look forward to working closely with Steve, Emil and the rest of the leadership team as we deliver the next phase of our strategy.”

Following Stephen Postlewhite’s appointment, Richard Thornton, Aspen’s Head of Strategy, will assume the position of Group Chief Risk Officer, in addition to his current role.

Mike Cain, Aspen’s Group General Counsel, has been appointed, subject to Aspen Bermuda Limited Board and regulatory approval, Chief Executive Officer of Aspen Bermuda Limited, Aspen’s Bermuda operating company, in addition to his current role.

- Ends -


Notes to Editors:

Stephen Postlewhite joined Aspen in 2003 as Deputy Chief Actuary and became the Head of Risk Capital in 2009. He was appointed Aspen’s Group Chief Risk Officer in February 2013. Before joining Aspen, Stephen spent a year at the Financial Services Authority working on the development of the Individual Capital Assessment process for non-life insurers. He had previously spent nine years with KPMG in London and Sydney, working as a senior general insurance actuarial consultant - predominantly on the London market, Lloyd's and reinsurance clients. Stephen started his career as a management consultant at Andersen Consulting and has been a Fellow of the Institute of Actuaries since 2001.

About Aspen Reinsurance (“Aspen Re”)
Aspen Re is a business segment of Aspen with gross written premiums of US$1.1 billion for the year ended December 31, 2013. Aspen Re offers a broad range of specialty reinsurance products and has a global footprint with offices in the United States, Bermuda, the United Kingdom, Switzerland, France, Germany and Singapore.

About Aspen Insurance Holdings Limited
Aspen provides reinsurance and insurance coverage to clients in various domestic and global markets through wholly-owned subsidiaries and offices in Bermuda, France, Germany, Ireland, Singapore, Switzerland, the United Kingdom and the United States. For the year ended December 31, 2013, Aspen reported $10.2 billion in total assets, $4.7 billion in gross reserves, $3.3 billion in shareholders’ equity and $2.6 billion in gross written premiums. Its operating subsidiaries have been assigned a rating of “A” (“Strong”) by Standard & Poor’s, an “A” (“Excellent”) by A.M. Best and an “A2” (“Good”) by Moody’s.

Application of the Safe Harbor of the Private Securities Litigation Reform Act of 1995
This press release contains "forward-looking" statements regarding future results and events, including, without limitation, statements regarding the appointment of personnel and achievement of Aspen’s business plans and strategies. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” “estimate,” “may,” “likely,” “continue,” and similar expressions of a future or forward-looking nature.

All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of uncertainties and other factors, many of which are outside Aspen’s control that could cause actual results to differ materially from such statements. For a detailed description of uncertainties and other factors that could impact the forward-looking statements in this press release, please see the “Risk Factors” section in Aspen’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the U.S. Securities and Exchange Commission on February 20, 2014. Aspen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.






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For further information:

Please visit www.aspen.co or contact:

Investors
Kerry Calaiaro, Senior Vice President, Investor Relations, Aspen
Kerry.Calaiaro@aspen.co
+1 (646) 502 1076

Kathleen de Guzman, Vice President, Investor Relations, Aspen
kathleen.deguzman@aspen.co
+1 (646) 289 4912

Media
Steve Colton, Head of Communications, Aspen
Steve.Colton@aspen.co
+44 20 7184 8337

International - Citigate Dewe Rogerson
Caroline Merrell or Jos Bieneman
caroline.merrell@citigatedr.co.uk
jos.bieneman@citigatedr.co.uk
+44 20 7638 9571

North America - Abernathy MacGregor
Carina Davidson or Allyson Vento
ccd@abmac.com
amv@abmac.com
+1 (212) 371 5999


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