<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1997
REGISTRATION NO. 333-40341
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
ESG RE LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------
BERMUDA 6719 NOT APPLICABLE
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
------------
SKANDIA INTERNATIONAL HOUSE
16 CHURCH STREET
HAMILTON, HM 11, BERMUDA
(441) 295-2185
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------
ESG RE LIMITED
C/O CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NEW YORK 10019
(212) 664-1666
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------
WITH COPIES TO:
RICHARD S. BORISOFF, ESQ. JAMES C. SCOVILLE, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & DEBEVOISE & PLIMPTON
GARRISON 875 THIRD AVENUE
1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10019 (212) 909-6000
(212) 373-3153
------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $1.00 par
value.................. 10,350,000 $20.00 $207,000,000 $62,543(3)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 1,350,000 Common Shares which may be sold pursuant to the
Underwriters' over-allotment option. See "Underwriting."
(2) Estimated pursuant to Rule 457 solely for purposes of determining the
amount of the registration fee.
(3) $55,758 was paid on November 17, 1997, and the remainder was paid on
December 10, 1997.
------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered which will be paid
solely by the Company. All the amounts shown are estimates, except the
Securities and Exchange Commission registration fee and the NASD filing fee:
<TABLE>
<S> <C>
SEC Registration Fee........................................... $ 62,543
NASD Fees...................................................... 18,900
Transfer Agent and Registrar Fees and Expenses................. 15,000
Printing and Engraving Expenses................................ 350,000
Legal Fees and Expenses........................................ 650,000
Accounting Fees and Expenses................................... 850,000
Blue Sky Fees and Expenses..................................... 50,000
Miscellaneous Expenses......................................... 3,557
----------
Total........................................................ $2,000,000
==========
</TABLE>
- ---------------------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Act 1981 of Bermuda (the "Act") provides
generally that a Bermudian company may indemnify its directors, officers and
auditors against any liability which by virtue of Bermudian law otherwise
would be imposed on them, except in cases where such liability arises from the
willful negligence, willful default, fraud or dishonesty of which such
director, officer or auditor may be guilty in relation to the company. Section
98 further provides that a Bermudian company may indemnify its directors,
officers and auditors against any liability incurred by them in defending any
proceedings, whether civil or criminal, in which judgment is awarded in their
favor or they are acquitted or in which they are acquitted or granted relief
by the Supreme Court of Bermuda in certain proceedings arising under Section
281 of the Act.
The Company has adopted provisions in its Memorandum of Association and Bye-
Laws that provide that the Company shall indemnify its officers and directors
to the maximum extent permitted under the Act. The Company also entered into
indemnification agreements with each of its directors and officers to provide
them with the maximum indemnification allowed under its Memorandum of
Association, Bye-Laws and the Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The Company was incorporated in August 1997 under the laws of Bermuda. On
August 21, 1997, the Company issued 6,000 of its Ordinary Shares to ESG
Partners (Bermuda) L.P. (then known as Head Insurance Investors IX (Bermuda)
L.P.), and 3,000 each to Gerhard Jurk and Wolfgang M. Wand. The General
Partner of ESG Partners (Bermuda) L.P. is an affiliate of Head Company. Such
securities were sold in a private placement outside the United States and
therefore are exempt from registration under the Securities Act pursuant to
Section 4(2) thereof. The aggregate offering price for this transaction was
$12,000.
On December 3, 1997, the Company issued 2,673,799 Common Shares, and, after
giving effect to the Offerings, Class A Warrants to purchase 1,247,284 Common
Shares, and Class B Warrants to purchase 1,247,284 Common Shares (if certain
performance criteria are satisfied) for an aggregate purchase price of
$50 million. Such securities were sold in a private placement and therefore
are exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.
On December 2, 1997, the Company issued 900,000 Common Shares in exchange
for all of the outstanding capital stock of European Specialty Group (United
Kingdom) Limited ("ESG UK"). See "Summary--Formation and Direct Sales." Such
securities were sold in a private placement outside the United States and
therefore are exempt from registration under the Securities Act pursuant to
Regulation S under the Securities Act. The Company issued 900,000 Common
Shares in exchange for all of the outstanding capital stock of ESG UK. At the
time of this exchange, European Specialty Group Holding AG was a wholly owned
subsidiary of ESG UK.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS.
<TABLE>
<C> <S>
1.1* --Form of Underwriting Agreement
2.1* --Share Exchange Agreement between ESG Re Limited and European
Specialty Group (United Kingdom) Limited, dated as of November 13,
1997.
2.2* --Share Exchange Agreement between the shareholders of European
Specialty Group Holding AG and European Specialty Group (United
Kingdom) Limited, dated as of November 13, 1997.
3.1* --Memorandum of Association
3.2* --Bye-Laws
4.1* --Specimen Common Share certificate
4.2* --Form of Class A Warrant
4.3* --Form of Class B Warrant
5.1* --Opinion of Appleby, Spurling & Kempe as to the legality of the Common
Shares
8.1 --Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to certain tax
matters
8.2 --Opinion of Deloitte & Touche GmbH as to certain tax matters
8.3 --Opinion of Deloitte & Touche, United Kingdom as to certain tax
matters
8.4 --Opinion of Deloitte & Touche, Canada as to certain tax matters
8.5 --Opinion of Appleby, Spurling & Kempe as to certain tax matters
8.6 --Opinion of Matheson Ormsby Prentice as to certain tax matters
10.1* --Form of Subscription Agreement, between ESG Re Limited and certain
Direct Purchasers, dated as of September 30, 1997
10.2* --Employment Agreement between European Specialty Group (United
Kingdom) Limited, ESG Re Limited and Wolfgang M. Wand, dated as of
December 1, 1997
10.3* --Employment Agreement between ESG Re Limited and Steven H. Debrovner,
dated as of December 1, 1997
10.4* --Employment Agreement between European Specialty Group Holding AG and
Gerhard Jurk, dated as of December 1, 1997
10.5* --Employment Agreement between European Specialty (North America)
Limited and Renate M. Nellich, dated as of December 1, 1997
10.6* --Investment Advisory Agreement, between ESG Re Limited and Head Asset
Management L.L.C., dated as of December 1, 1997
10.7* --Investment Advisory Agreement, between ES Ruckversicherungs AG and
Head Asset Management L.L.C., dated as of December 1, 1997
10.8* --Form of Registration Rights Agreement between ESG Re Limited and the
Direct Purchasers named therein
22.1* --Subsidiaries of the Registrant
23.1 --Consent of Deloitte & Touche GmbH
23.2* --Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
Exhibit 8.1)
23.3* --Consent of Deloitte & Touche GmbH (included in Exhibit 8.2)
23.4* --Consent of Deloitte & Touche, United Kingdom (included in Exhibit
8.3)
23.5* --Consent of Deloitte & Touche, Canada (included in Exhibit 8.4)
23.6 --Consent of Appleby, Spurling & Kempe (included in Exhibits 5.1 and
8.5)
23.7 --Consent of Deloitte & Touche, Hamilton, Bermuda
23.8 --Consent of Matheson Ormsby Prentice (included in Exhibit 8.6)
23.9* --Consent of David L. Newkirk
23.10* --Consent of William J. Poutsiaka
23.11* --Consent of Edward A. Tilly
24.1* --Power of Attorney
</TABLE>
- ---------------------
* Previously filed.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to its Memorandum
of Association, Bye-Laws, the Underwriting Agreement or otherwise, the
Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by the director,
officers or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(3) The Registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of the Registration Statement as of the time it was declared
effective.
(b) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT CERTIFIES
THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS
FOR FILING ON FORM F-1 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF NEW YORK, STATE OF NEW YORK, ON DECEMBER 12, 1997.
ESG Re Limited
/s/ Gerhard Jurk
By: __________________________________
NAME: GERHARD JURK
TITLE: CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
* Chief Executive
- ------------------------------------ Officer, Director
WOLFGANG M. WAND (Principal
Executive Officer)
* Chief Operating
- ------------------------------------ Officer
STEVEN H. DEBROVNER
/s/ Gerhard Jurk Chief Financial December 12,
- ------------------------------------ Officer, Director 1997
GERHARD JURK (Principal
Financial and
Accounting
Officer)
/s/ John C Head III Chairman of the December 12,
- ------------------------------------ Board 1997
JOHN C HEAD III
/s/ John C Head III Authorized December 12,
- ------------------------------------ Representative in 1997
JOHN C HEAD III the United States
/s/ John C Head III Attorney-in-Fact December 12,
*By: _______________________________ 1997
JOHN C HEAD III
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
1.1* --Form of Underwriting Agreement
2.1* --Share Exchange Agreement between ESG Re Limited and European
Specialty Group (United Kingdom) Limited, dated as of November 13,
1997.
2.2* --Share Exchange Agreement between the shareholders of European
Specialty Group Holding AG and European Specialty Group (United
Kingdom) Limited, dated as of November 13, 1997.
3.1* --Memorandum of Association
3.2* --Bye-Laws
4.1* --Specimen Common Share certificate
4.2* --Form of Class A Warrant
4.3* --Form of Class B Warrant
5.1* --Opinion of Appleby, Spurling & Kempe as to the legality of the
Common Shares
8.1 --Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to certain
tax matters
8.2 --Opinion of Deloitte & Touche GmbH as to certain tax matters
8.3 --Opinion of Deloitte & Touche, United Kingdom as to certain tax
matters
8.4 --Opinion of Deloitte & Touche, Canada as to certain tax matters
8.5 --Opinion of Appleby, Spurling & Kempe as to certain tax matters
8.6 --Opinion of Matheson Ormsby Prentice as to certain tax matters
10.1* --Form of Subscription Agreement, between ESG Re Limited and certain
Direct Purchasers, dated as of September 30, 1997
10.2* --Employment Agreement between European Specialty Group (United
Kingdom) Limited, ESG Re Limited and Wolfgang M. Wand, dated as of
December 1, 1997
10.3* --Employment Agreement between ESG Re Limited and Steven H. Debrovner,
dated as of December 1, 1997
10.4* --Employment Agreement between European Specialty Group Holding AG and
Gerhard Jurk, dated as of December 1, 1997
10.5* --Employment Agreement between European Specialty (North America)
Limited and Renate M. Nellich, dated as of December 1, 1997
10.6* --Investment Advisory Agreement, between ESG Re Limited and Head Asset
Management L.L.C., dated as of December 1, 1997
10.7* --Investment Advisory Agreement, between ES Ruckversicherungs AG and
Head Asset Management L.L.C., dated as of December 1, 1997
10.8* --Form of Registration Rights Agreement between ESG Re Limited and the
Direct Purchasers named therein
22.1* --Subsidiaries of the Registrant
23.1 --Consent of Deloitte & Touche GmbH
23.2* --Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
Exhibit 8.1)
23.3* --Consent of Deloitte & Touche GmbH (included in Exhibit 8.2)
23.4* --Consent of Deloitte & Touche, United Kingdom (included in Exhibit
8.3)
23.5* --Consent of Deloitte & Touche, Canada (included in Exhibit 8.4)
23.6 --Consent of Appleby, Spurling & Kempe (included in Exhibits 5.1 and
8.5)
23.7 --Consent of Deloitte & Touche, Hamilton, Bermuda
23.8 --Consent of Matheson Ormsby Prentice (included in Exhibit 8.6)
23.9* --Consent of David L. Newkirk
23.10* --Consent of William J. Poutsiaka
23.11* --Consent of Edward A. Tilly
24.1* --Power of Attorney
</TABLE>
- ---------------------
* Previously filed.
<PAGE>
EXHIBIT 8.1
December 12, 1997
ESG Re Limited
16 Church Street
Hamilton, Bermuda
ESG Re Limited
Registration Statement
----------------------
Dear Sirs:
In connection with the Registration Statement and the amendments
thereto (File No. 333-40341) (the "Registration Statement") filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder
(the "Rules"), we have been requested to render our opinion as to the matter
hereinafter set forth.
In this regard, we have reviewed copies of the Registration Statement.
We have also made such other investigations of fact and law and have examined
the originals, or copies authenticated to our satisfaction, of such documents,
records, certificates or other instruments as in our judgment are necessary or
appropriate to render the opinion expressed below.
Based on the foregoing, we confirm that the opinion set forth in the
Registration Statement under "Certain Tax Considerations -- Taxation of the
Company and its Subsidiaries -- United States" and "Certain Tax Considerations--
Taxation of Shareholders -- United States Taxation of U.S. and non-U.S.
Shareholders" constitutes our opinion with respect to such matters.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our name therein.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
________________________________________
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
<PAGE>
Exhibit 8.2
Opinion of Deloitte & Touche
Special Tax Advisor for the Company
To the Board of Directors and Shareholders of
ESG Re Limited
The discussion of tax matters set forth under the caption "Certain Tax
Considerations-Taxation of the Company and its Subsidiaries - Germany" in the
Registration Statement of ESG Re Limited on Form F-1 (File No. 333-43041) and
the amendments thereto ("the Registration Statement") constitutes our opinion
with respect to the matters set forth therein. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the
references to our Firm under the heading "Certain Tax Considerations" in the
Prospectus.
Deloitte & Touche GmbH
Wirtschaftsprufungsgesellschaft
Dusseldorf, Germany
December 12, 1997
<PAGE>
Exhibit 8.3
Opinion of Deloitte & Touche
Special Tax Advisor for the Company
To the Board of Directors and Shareholders of
ESG Re Limited
The discussion of tax matters set forth under the caption "Certain Tax
Considerations-Taxation of the Company and its Subsidiaries - United Kingdom" in
the Registration Statement of ESG Re Limited on Form F-1 (File No. 333-43041)
and the amendments thereto ("the Registration Statement") constitutes our
opinion with respect to the matters set forth therein. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
references to our Firm under the heading "Certain Tax Considerations" in the
Prospectus.
Deloitte & Touche
London, United Kingdom
December 12, 1997
<PAGE>
Exhibit 8.4
Opinion of Deloitte & Touche
Special Tax Advisor for the Company
To the Board of Directors and Shareholders of
ESG Re Limited
The discussion of tax matters set forth under the caption "Certain Tax
Considerations-Taxation of the Company and its Subsidiaries - Canada" in the
Registration Statement of ESG Re Limited on Form F-1 (File No. 333-43041) and
the amendments thereto ("the Registration Statement") constitutes our opinion
with respect to the matters set forth therein. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the
references to our Firm under the heading "Certain Tax Considerations" in the
Prospectus.
Deloitte & Touche
Toronto, Canada
December 12, 1997
<PAGE>
EXHIBIT 8.5
DRL/1b
12 December 1997
ESG Re Limited
Skandia International House
16 Church Street
Hamilton HM 11
Bermuda
Dear Sirs,
RE: ESG RE LIMITED (THE "COMPANY")
- ----------------------------------
We have acted as special Bermuda counsel to the Company and European Specialty
Reinsurance (Bermuda) Limited in connection with:
(i) the direct sale by the Company of 2,673,799 Common Shares (the "Direct
Shares") of the Company, par value $1.00 to the Direct Purchasers;
(ii) the issuance of 900,000 Common Shares (the "Formation Shares") in
exchange for all of the outstanding shares of European Specialty Group
Holding AG pursuant to the Share Exchange Agreements dated 12 November
1997 (appearing as Exhibits 2.1 and 2.2 to the Registration Statement as
defined therein); and
(iii) the registration by the Company for sale in an underwritten public
offering of 9,000,000 Common Shares of the Company (the "Public Shares"
and together with the Direct Shares and the Formation Shares, the
"Shares") pursuant to a Registration Statement (Registration No. 333-
40341) on Form F-1, as filed on 17 November 1997 with the United States
Securities and Exchange Commission (the "Registration Statement") under
the Securities Act of 1933 of the United States of America as amended,
and the Rules and Regulations promulgated thereunder.
The sections entitled "Certain Tax Considerations -Taxation of the Company and
its Subsidiaries - Bermuda" and "Certain Tax Considerations - Taxation of
Shareholders - Bermuda Taxation" in the Registration Statement constitute our
opinion with respect to the matters set forth therein.
We hereby consent to the filing of this opinion with the Commission and as an
exhibit to the Registration Statement and to the references to this Firm in the
Registration Statement.
As Bermuda attorneys, however, we are not qualified to opine on matters of law
of any jurisdiction
1
<PAGE>
other than Bermuda and, accordingly, our opinion is limited to that extent.
Further, we do not admit to being an expert within the meaning of the Act.
This opinion is to be governed by and construed in accordance with Bermuda law.
Yours faithfully,
APPLEBY, SPURLING & KEMPE
2
<PAGE>
EXHIBIT 8.6
[MATHESON ORMSBY PRENTICE LETTERHEAD]
ESG Re Limited
16 Church Street
Hamilton
Bermuda
Our Ref Your Ref
IQ/AM/ES 12 December 1997
Dear Sirs
We have acted as Solicitors to ESG Re Limited (the "Company") in connection with
the Registration Statement on Form F-1 (File number 333-40341) and amendments
thereto in relation to the public offering of an aggregate of 9,000,000 Common
Shares in the Company (the "Registration Statement").
We have been requested to give our opinion in relation to the matter hereinafter
set forth.
1. Basis of Opinion
1.1 In this regard, we hereby consent to the use of this opinion in the
section entitled "CERTAIN TAX CONSEQUENCES" of the Registration Statement
and to the reference to our name therein and the filing of this opinion as
an exhibit to the Registration Statement.
1.2 This opinion is written only with respect to the laws of Ireland in effect
at the date of signing of this letter. We have made no investigation of
and express no opinion as to the laws of any other jurisdiction and we
have assumed, without enquiry, that there is nothing in the laws of any
other jurisdiction which would or might affect our opinion as stated
herein. We express no opinion on European Union law as it affects any
jurisdiction other than Ireland.
<PAGE>
1.3 This opinion is strictly limited to
(i) the matters stated herein and does not extend to and is not to be
read as extending by implication or otherwise to any other
matter; and
(ii) the document listed at 1.4 below.
1.4 For the purposes of giving this opinion we have examined a copy of the
Registration Statement.
We have not for the purposes of this opinion examined any other
contracts, opinions, instruments or other documents.
1.5 We have not assisted in the investigation or verification of the facts
or reasonableness of any assumption or statements of opinion contained
in the Registration Statement nor have we attempted to determine
whether any material facts have been omitted therefrom except with
respect to the matters set forth in this opinion.
1.6 This letter speaks as of its date and we assume no obligation to
update the opinion set forth herein.
1.7 This opinion is to be construed in accordance with and governed by the
laws of Ireland as at the date hereof.
1.8 We express no opinion and make no representation or warranty, as to any
matter of fact.
1.9 All words and phrases defined in the Registration Statement and not
defined herein shall have the same meaning as are respectively assigned
to them in the Registration Statement.
2. Assumptions
For the purposes of expressing this opinion we have assumed (without
any responsibility on our part if any assumption proves to have been
untrue as we have not independently verified any assumption):-
2.1 the completeness and authenticity of all documents submitted to
or examined by us as originals;
2.2 the completeness and conformity to authentic originals of all
documents submitted to or examined by us as conformed, certified
or photostatic or facsimile copies and the completeness and
authenticity of the originals of such documents;
2.3 the authenticity of all signatures and seals on all documents
submitted to or examined by us;
2.4 that there is or are no factual information or documents
possessed or discoverable by persons other than ourselves of
which are not aware but of which we should be aware for the
purposes of this opinion;
2.5 the absences of fraud and the presence of good faith on the part
of all parties referred to in the Registration Statement and
their respective officers, employees, agents and
<PAGE>
advisers.
2.6 the truth of all representations and information given to us in reply
to any queries we have made which we have considered necessary for the
purpose of giving this opinion.
2.7 there are no agreements or arrangements in existence which in any way
bear upon or are inconsistent with the opinions stated herein.
3. Opinion
Based upon and subject to the foregoing and the qualifications mentioned
below, we are of the opinion that, so far as the laws of Ireland as in force
at the date of this opinion and the current practices of the Irish Revenue
Commissioners are concerned:-
3.1 The paragraph under the heading "Ireland" in the section entitled
"Taxation of the Company and its Subsidiaries" in the section entitled
"CERTAIN TAX CONSIDERATIONS" of the Registration Statement constitutes
our opinion with respect to the matters set forth therein.
4. Qualifications
This opinion is delivered subject to the following qualifications:-
4.1 In his budget speech delivered on 3 December, 1997 the Irish Minister
for Finance announced, inter alia, that:
(a) the standard rate of corporation tax would be reduced from 36% to
32% with effect from 1 January, 1998; and
(b) it is his intention to abolish advance corporation tax in respect
of all dividend paid after 5 April, 1999.
Yours faithfully
/s/ Matheson Ormsby Prentice
MATHESON ORMSBY PRENTICE
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of ESG Re Limited on
Form F-1 of our report dated August 15, 1997 on the consolidated financial
statements of European Specialty Group Holding AG and Subsidiaries, appearing
in the Prospectus, which is part of this Registration Statement. We also
consent to the reference to us under the heading "Experts" in this
Registration Statement.
Deloitte & Touche GmbH
Wirtschaftsprufungsgesellschaft
Hamburg, Germany
December 12, 1997
<PAGE>
EXHIBIT 23.7
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of ESG Re Limited on
Form F-1 of our report dated August 28, 1997 relating to the balance sheet of
ESG Re Limited as of August 21, 1997 (date of inception), appearing in the
Prospectus, which is part of this Registration Statement. We also consent to
the reference to us under the heading "Experts" in this Registration
Statement.
Deloitte & Touche
Chartered Accountants
Hamilton, Bermuda
December 12, 1997
