Sec Form 13D Filing - Jabsheh Wasef Salim filing for INTERNATIONAL GEN INS HLDGS LT (IGIC) - 2023-07-07

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 5)

 

INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

(Name of Issuer)

 

Common Shares $0.01 par value

(Title of Class of Securities)

 

G4809J 106

(CUSIP Number)

 

Michael Levitt, Esq.

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, New York 10022

(212) 277-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 30, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D

 

CUSIP No. G4809J 106

Page 2 of 7

 

1	Name of Reporting Person Wasef Jabsheh
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) PF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organizations Jordan and Canada

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 130,808*
	8	Shared Voting Power 18,242,403*
	9	Sole Dispositive Power 1,000*
	10	Shared Dispositive Power 16,967,606*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,373,211
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 36.3%**
14	Type of Reporting Person (See Instructions) IN

 

*

Of the total amount of common shares, par value $0.01 per share (“Common Shares”), of International General Insurance Holdings Ltd. (the “Issuer”), which Mr. Jabsheh beneficially owns, (1) he has the present sole right to vote 130,808 Common Shares, (2) he has the present sole right to dispose of 1,000 of these Common Shares, (3) he has the present shared right to vote 14,242,403 Common Shares, (4) he has the present shared right to dispose of 12,967,606 of these Common Shares and (5) he beneficially owns warrants to acquire 4,000,000 Common Shares (the “Warrants”). Of the total amount of Common Shares and Warrants Mr. Jabsheh beneficially owns, 99.29% are held of record by W. Jabsheh Investment Co. Ltd., a corporation organized under the laws of the British Virgin Islands (“W. Jabsheh Investment Co. Ltd., and, together with Wasef Jabsheh, the “Reporting Persons” and, each individually, a “Reporting Person”) and controlled by Mr. Jabsheh, as further described below.

**

Calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 50,635,100 Common Shares, which includes (i) 46,635,100 Common Shares of the Issuer outstanding as of June 16, 2023 and (ii) 4,000,000 Common Shares issuable upon the exercise of Warrants to acquire Common Shares beneficially owned by the Reporting Persons and held by W. Jabsheh Investment Co. Ltd. In accordance with the U.S. Securities and Exchange Commission (the “SEC”) rules governing beneficial ownership, the calculation of percentage ownership includes Warrants held by the Reporting Persons but does not include any other Common Shares issuable upon the exercise of any other outstanding Warrants held by other persons.

 

 

SCHEDULE 13D

 

CUSIP No. G4809J 106

Page 3 of 7

 

1	Name of Reporting Person W. Jabsheh Investment Co. Ltd.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) Not applicable
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organizations British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 18,242,403*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 16,967,606*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,242,403
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 36.0%**
14	Type of Reporting Person (See Instructions) CO

 

*

Of the total amount of Common Shares which W. Jabsheh Investment Co. Ltd. beneficially owns, (1) it has the present shared right to vote 14,242,403 Common Shares, (2) it has the present shared right to dispose of 12,967,606 of these Common Shares and (3) it beneficially owns Warrants to acquire 4,000,000 Common Shares. Of the total amount of Common Shares and Warrants W. Jabsheh Investment Co. Ltd. beneficially owns, 100% are controlled by Mr. Jabsheh, as further described below.

**

Calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 50,635,100 Common Shares, which includes (i) 46,635,100 Common Shares of the Issuer outstanding as of June 16, 2023 and (ii) 4,000,000 Common Shares issuable upon the exercise of Warrants to acquire Common Shares beneficially owned by the Reporting Persons and held by W. Jabsheh Investment Co. Ltd. In accordance with SEC rules governing beneficial ownership, the calculation of percentage ownership includes Warrants held by the Reporting Persons but does not include any other Common Shares issuable upon the exercise of any other outstanding Warrants held by other persons.

 

 

SCHEDULE 13D

 

CUSIP No. G4809J 106

Page 4 of 7

 

This Amendment No. 5 (this “Amendment No. 5”) amends and supplements certain information in the Schedule 13D, filed with the SEC on March 27, 2020 (the “Original 13D”), as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on September 29, 2020 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed with the SEC on January 12, 2022 (“Amendment No. 2”), Amendment No. 3 to the Schedule 13D filed with the SEC on January 31, 2023 (“Amendment No. 3”) and Amendment No. 4 to the Schedule 13D filed with the SEC on March 17, 2023 (“Amendment No. 4” and, together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”) by Wasef Jabsheh.

 

Except as set forth below, all Items of the Original 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original 13D. 

 

ITEM 2. IDENTITY AND BACKGROUND

 

Item 2 of the Original 13D is hereby amended and restated as follows:

 

“(a) This Schedule 13D is being filed by Wasef Jabsheh, Executive Chairman of the Board of the Issuer, and W. Jabsheh Investment Co. Ltd., a corporation organized under the laws of the British Virgin Islands and controlled by Wasef Jabsheh.

 

(b) The address of Wasef Jabsheh is 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan. The address of W. Jabsheh Investment Co. Ltd. is Tortola Pier Park, Building 1, 2nd Floor, Wickhams Cay 1, Roads Town, British Virgin Islands, VG110.

 

(c) Wasef Jabsheh serves as Executive Chairman of the Board of the Issuer. The address of the Issuer is 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan. The principal business of W. Jabsheh Investment Co. Ltd. is financial and insurance activities. The address of W. Jabsheh Investment Co. Ltd. is Tortola Pier Park, Building 1, 2nd Floor, Wickhams Cay 1, Roads Town, British Virgin Islands, VG110.

 

The information required by Instruction C to Schedule 13D with respect to the executive officers and directors of W. Jabsheh Investment Co. Ltd. is set forth below.

 

Sole Director: Wasef Jabsheh

 

Executive Officers: None

 

(d) – (e) During the past five years, the Reporting Persons and individuals referenced above in Item 2 have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which the Reporting Persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or a finding of any violation with respect to such laws.

 

(f) Wasef Jabsheh is a citizen of Jordan and Canada. W. Jabsheh Investment Co. Ltd. is organized under the laws of the British Virgin Islands.”

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Original 13D is hereby amended and supplemented to include the following:

 

“On March 23, 2023, the Issuer granted to the Reporting Person a restricted stock award of 129,808 Common Shares (the “Restricted Shares”). Of the

 

Restricted Shares, 43,269 Common Shares will vest on January 2, 2024, 43,269 Common Shares will vest on January 2, 2025 and 43,270 Common Shares will vest on January 2, 2026. The Reporting Person has the right to vote, but not the right to dispose or direct the disposition of, the unvested Restricted Shares beneficially owned by the Reporting Person.”

 

 

SCHEDULE 13D

 

CUSIP No. G4809J 106

Page 5 of 7

 

ITEM 4. IDENTITY AND BACKGROUND

 

Item 4 of the Original 13D is hereby amended and supplemented to include the following:

 

“Effective July 1, 2023, Wasef Jabsheh, previously the Chairman and Chief Executive Officer of the Issuer, resigned from the position of Chief Executive Officer and became the Executive Chairman of the Issuer.”

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Item (a) to (c) of Item 5 of the Original 13D are hereby amended as follows:

 

“(a) As of June 30, 2023, Mr. Jabsheh beneficially owned 18,373,211 Common Shares, consisting of (i) 12,967,606 Common Shares, with respect to which Mr. Jabsheh has the shared right to vote and dispose of, (ii) 1,000 Common Shares, with respect to which Mr. Jabsheh has the sole right to vote and dispose of (iii) 4,000,000 Warrants to purchase Common Shares at a price of $11.50 per Common Share, which are currently exercisable, (iv) 1,131,148 Common Shares, 600,000 of which vest when the Common Shares achieve a price of $11.50 per share for 20 out of 30 trading days, 400,000 of which vest when the Common Shares achieve a price of $12.50 per share for 20 out of 30 trading days, and 131,148 of which vest when the Common Shares achieve a price of $15.25 per share for 20 out of 30 trading days, which Mr. Jabsheh is deemed to beneficially own by virtue of having the shared right to vote (but not dispose of) such Common Shares and (v) 273,457 unvested Restricted Shares, of which 44,064 Restricted Shares vest on January 2, 2024, 49,792 Restricted Shares vest on January 2, 2024, 43,269 Restricted Shares vest on January 2, 2024, 49,793 Restricted Shares vest on January 2, 2025, 43,269 Restricted Shares vest on January 2, 2025 and 43,270 Restricted Shares vest on January 2, 2026, which Mr. Jabsheh is deemed to beneficially own by virtue of having the shared right to vote (but not dispose of) such Restricted Shares. As of such date, in accordance with SEC rules for calculating percentages of beneficial ownership, the 18,373,211Common Shares beneficially owned by Mr. Jabsheh represented approximately 36.3% of the Common Shares of the Issuer.

 

As of June 30, 2023, W. Jabsheh Investment Co. Ltd. beneficially owned 18,242,403 Common Shares, consisting of (i) 12,967,606 Common Shares, with respect to which W. Jabsheh Investment Co. Ltd. has the shared right to vote and dispose of, (ii) 4,000,000 Warrants to purchase Common Shares at a price of $11.50 per Common Share, which are currently exercisable, (iii) 1,131,148 Common Shares, 600,000 of which vest when the Common Shares achieve a price of $11.50 per share for 20 out of 30 trading days, 400,000 of which vest when the Common Shares achieve a price of $12.50 per share for 20 out of 30 trading days, and 131,148 of which vest when the Common Shares achieve a price of $15.25 per share for 20 out of 30 trading days, which W. Jabsheh Investment Co. Ltd. is deemed to beneficially own by virtue of having the shared right to vote (but not dispose of) such Common Shares and (iv) 143,649 unvested Restricted Shares, of which 44,064 Restricted Shares vest on January 2, 2024, 49,792 Restricted Shares vest on January 2, 2024 and 49,793 Restricted Shares vest on January 2, 2025, which W. Jabsheh Investment Co. Ltd. is deemed to beneficially own by virtue of having the shared right to vote (but not dispose of) such Restricted Shares. As of such date, in accordance with SEC rules for calculating percentages of beneficial ownership, the 18,242,403 Common Shares beneficially owned by W. Jabsheh Investment Co. Ltd. represented approximately 36.0% of the Common Shares of the Issuer. Of the total amount of Common Shares and Warrants W. Jabsheh Investment Co. Ltd. beneficially owns, 100% are controlled by Mr. Jabsheh.

 

 

SCHEDULE 13D

 

CUSIP No. G4809J 106

Page 6 of 7

 

(b) As of June 30, 2023, Wasef Jabsheh has:

 

●

sole power to vote or direct the vote of 130,808 Common Shares;

 

●

shared power to vote or direct the vote of 18,242,403 Common Shares;

 

	●	sole power to dispose or direct the disposition of 1,000 Common Shares; and
	●	shared power to dispose or direct the disposition of 16,967,606 Common Shares.

 

As of June 30, 2023, W. Jabsheh Investment Co. Ltd. has:

 

●

sole power to vote or direct the vote of 0 Common Shares;

 

●

shared power to vote or direct the vote of 18,242,403 Common Shares;

 

●

sole power to dispose or direct the disposition of 0 Common Shares; and

 

●

shared power to dispose or direct the disposition of 16,967,606 Common Shares.

 

As of June 30, 2023, the Reporting Persons have the shared right to vote, but not the right to dispose or direct the disposition of, the 1,131,148 contingent unvested Common Shares and 273,457 unvested Restricted Shares beneficially owned by the Reporting Persons. The Reporting Persons will not have investment power over such shares until the vesting thereof.

 

(c) Other than as described in Item 3, no transactions in the Common Shares of the Issuer were effected by the Reporting Persons during the past 60 days.”

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

The text under the heading “Employment Agreement” in Item 6 of the Original Schedule 13D is hereby amended and restated as follows:

“Employment Agreement

In connection with Mr. Jabsheh’s transition to Executive Chairman, the Issuer entered into an employment agreement with the Reporting Person on July 1, 2023 (the “Employment Agreement”). Under the Employment Agreement, the Reporting Person is entitled to receive an annual equity award equal to 150% of his salary for the year. In addition, under the Employment Agreement, in the event of a change of control of the Issuer, the Reporting Person would be entitled to a severance payment calculated as a multiple of the Reporting Person’s compensation, including equity compensation.

 

Restricted Share Award

 

The Reporting Person is party to an award agreement for the Restricted Shares with the Issuer (the “Restricted Share Agreement”) with respect to the 129,808 Restricted Shares owned beneficially by the Reporting Person. These Restricted Shares were awarded to the Reporting Person as compensation for his services as Chief Executive Officer and Chairman of the Board of the Issuer. The Restricted Share Agreement is attached hereto as Exhibit 99.8.”

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Item 7 of the Original 13D is hereby amended and supplemented by adding the following:

 

99.8	Restricted Share Agreement between International General Insurance Holding Ltd. and Wasef Jabsheh dated as of March 23, 2023

 

 

SCHEDULE 13D

 

CUSIP No. G4809J 106

Page 7 of 7

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: July 7, 2023

 

	By:	/s/ Wasef Jabsheh
		Wasef Jabsheh
	W. Jabsheh Investment Co. Ltd.
	By:	/s/ Wasef Jabsheh
	Name:	Wasef Jabsheh
	Title:	Director