SEC FILE NUMBER
001-34042

 

CUSIP NUMBER 
G5753U112

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING 

 

(Check one):

☒ Form 10-K    ☐ Form 20-F    ☐  Form 11-K   ☐  Form 10-Q   ☐  Form 10-D    ☐  Form N-SAR      ☐  Form N-CSR

 

For Period Ended: December 31, 2016

 

☐ Transition Report on Form 10-K 
☐ Transition Report on Form 20-F 
☐ Transition Report on Form 11-K 
☐ Transition Report on Form 10-Q 
☐ Transition Report on Form N-SAR

 

For the Transition Period Ended: _______________

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 
 

PART I - REGISTRANT INFORMATION

 
Maiden Holdings, Ltd.
Full Name of Registrant
 
 N/A
Former Name if Applicable
 
131 Front Street
Address of Principal Executive Office (Street and Number)
 
Hamilton HM12, Bermuda
City, State and Zip Code

 

 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 
  (a.) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒ (b.) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c.) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III - NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Maiden Holdings, Ltd. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2016 (“Annual Report”), within the prescribed time period. The audit is substantially completed and is expected to be finalized shortly. The Company does not anticipate any changes from the results reported in the press release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished to the Securities and Exchange Commission on February 28, 2017.

 

The Company expects to file its Annual Report on Form 10-K within the prescribed time allowed pursuant to Rule 12b-25.

 

Forward-Looking Statements

 

The Company’s expectations regarding the timing of the filing of its Annual Report and the results of management’s assessment of internal control over financial reporting are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, and actual events may differ from those contemplated by these statements. Forward-looking statements are subject to certain risks and uncertainties, including the Company’s or its independent registered public accounting firm’s inability to complete the work required to file the Annual Report in the time frame that is anticipated, including as a result of any issues or considerations that may be identified in the course of such completion; unanticipated changes being required in the Company’s reported operating results; additional uncertainties related to accounting issues generally; and other risks and uncertainties identified in Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 as updated in periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Lawrence F. Metz   (441)   298-4900
(Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒    No ☐

 

 

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes☒    No ☐

  

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

As indicated in the press release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished to the Securities and Exchange Commission on February 28, 2017, the Company preliminarily reported a net loss attributable to the Company of approximately $74.4 million in the fourth quarter of 2016, in comparison to net income attributable to the Company of approximately $24.7 million in the fourth quarter of 2015.

 

 

 

 

 

 

 

 

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  Maiden Holdings, Ltd.  
 

(Name of Registrant as Specified in Charter)

 

  

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: March 1, 2017 By: /s/ Lawrence F. Metz
  Name: Lawrence F. Metz
  Title: Executive Vice President, General Counsel and Secretary

 

 

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