Maiden Holdings, Ltd. is offering 6,000,000 shares of its 8.25% Non-Cumulative Preference Shares, Series A, $25 liquidation preference per share (the “Series A Preference Shares”).
Holders of Series A Preference Shares will be entitled to receive dividend payments only when, as and if declared by our Board of Directors or a duly authorized committee of the Board. Any such dividends will be payable from, and including, the date of original issue on a non-cumulative basis, quarterly in arrears on the 15th day of March, June, September and December of each year (each, a “dividend payment date”), commencing on December 15, 2012, at an annual rate of 8.25%.
Dividends on the Series A Preference Shares are not cumulative. Accordingly, in the event dividends are not declared on the Series A Preference Shares for payment on any dividend payment date, then those dividends will not accumulate and will not be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series A Preference Shares are declared for any future dividend period.
So long as any Series A Preference Shares remain outstanding, no dividend shall be paid or declared on our common shares or any of our other securities ranking junior to the Series A Preference Shares (other than a dividend payable solely in common shares or in such other junior securities), unless the full dividends for the latest completed dividend period on all outstanding Series A Preference Shares and any parity shares have been declared and paid or provided for.
Except in specified circumstances relating to certain tax or corporate events, the Series A Preference Shares are not redeemable prior to August 29, 2017. On and after that date, the Series A Preference Shares will be redeemable at our option, in whole or in part, at a redemption price of $25 per Series A Preference Share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends to, but excluding, the redemption date. See “Description of the Series A Preference Shares — Redemption” and “Description of the Series A Preference Shares — Tax Redemption” in this prospectus supplement. Our ability to redeem the Series A Preference Shares is subject to certain restrictions described under “Description of the Series A Preference Shares — Redemption” in this prospectus supplement.