S-8 POS

As filed with the Securities and Exchange Commission on July 2, 2010

Registration Nos.	333-125175
	333-122569
	333-115178

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-125175)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-122569)
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-115178)

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Global Indemnity plc

(Exact name of Registrant as specified in its charter)

Ireland	98-0664891
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Arthur Cox Building
Earlsfort Terrace
Dublin 2
Ireland
(Address of Principal Executive Offices)

None
(Zip Code)

United America Indemnity, Ltd. Share Incentive Plan, as amended
(Full title of the plan)

United National Insurance Company
Three Bala Plaza East, Suite 300
Bala Cynwyd, PA 19004
(Name and address of agent for service)

Telephone: (610) 664-1500
(Telephone number, including area code, of agent for service)

With copies to:

Gary Horowitz
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
Facsimile: (212) 455-2502

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		maximum	maximum
	Amount to be	offering price	aggregate	Amount of
Title of securities to be registered	registered	per share	offering price	registration fee
Class A Ordinary shares, par value $0.0001 per share	(1)	(1)	(1)	(1)

(1) No additional securities are to be registered, and the registration fee was paid upon filing of the original Registration Statements on Form S-8 (File Nos. 333-125175, 333-122569, 333-115178). Therefore, no further registration fee is required.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Amendment”) is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”) by Global Indemnity plc (“GI plc”), an Irish public limited company, as successor issuer to United America Indemnity, Ltd. (“UAI Ltd.”). On July 2, 2010 UAI Ltd. and GI plc completed the scheme of arrangement pursuant to which the UAI Ltd. Class A and Class B common shares were repurchased and cancelled and holders of the UAI Ltd. Class A common shares and Class B common shares received one Class A ordinary share and one Class B ordinary share of GI plc for every two UAI Ltd. Class A common shares and every two UAI Ltd. Class B common shares, respectively; provided that holders of UAI Ltd. common shares who would otherwise receive fractional shares in GI plc as a result of the one-for-two exchange received cash in consideration of such fractional shares (the “Transaction”). As a result of the Transaction, UAI Ltd. is now a wholly-owned subsidiary of GI plc, and GI plc is the successor issuer to UAI Ltd. In connection with the Transaction, GI plc assumed UAI Ltd.’s existing obligations with respect to awards granted under UAI Ltd.’s incentive plans and other similar employee awards and amended such plans and awards as necessary to provide for the issuance of GI plc Class A ordinary shares rather than UAI Ltd. Class A common shares upon the exercise of such awards. This Post-Effective Amendment pertains to the adoption by GI plc of Registration Statements Nos. 333-125175, 333-122569, and 333-115178 on Forms S-8 (collectively, the “Registration Statements”). GI plc hereby expressly adopts the Registration Statements as its own registration statements for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Registration fees were paid at the time of filing of the original Registration Statements.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

GI plc hereby incorporates herein by reference the following documents filed with the Securities and Exchange Commission (the “Commission”):

1. UAI Ltd.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed March 16, 2010;

2. UAI Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed May 10, 2010;

3. UAI Ltd.’s Current Reports on Form 8-K, filed February 17, 2010 (Item 8.01 and 9.01), April 30, 2010, June 1, 2010 and June 10, 2010; and

4. GI plc’s Current Report on Form 8-K12B, filed July 2, 2010 with the Commission under Section 12(b) of the Exchange Act, including the description of the GI plc’s Class A ordinary shares contained herein.

All reports filed by GI plc pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment to the Registration Statements, as amended hereby, that indicates (x) that all securities offered have been sold or (y) which deregisters all securities then remaining unsold, shall be deemed incorporated by reference (excluding any information “furnished,” but not “filed” with the Commission) into the Registration Statements and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference (excluding any information “furnished,” but not “filed” with the Commission) herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statements.

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Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

GI plc’s articles of association confer the ability to give an indemnity to its directors and secretary in more limited circumstances than the analogous indemnity in UAI Ltd.’s articles of association. The Irish Companies Acts prescribe that this indemnity only permits a company to pay the costs or discharge the liability of a director or the secretary where judgment is given in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or secretary acted honestly and reasonably and ought fairly to be excused. This restriction does not apply to executives who are not directors or the secretary of GI plc. Any provision which seeks to indemnify a director or secretary of an Irish company over and above this shall be void under Irish law, whether contained in its articles of association or any contract between the director or secretary and the company.

GI plc’s articles of association also contain indemnification and expense advancement provisions for persons who are not directors or the secretary of GI plc.

In addition, UAI Ltd. entered into indemnification agreements with each of GI plc’s directors and secretary, as well as with individuals who serve as executives of GI plc or directors or officers of GI plc’s subsidiaries, providing for the indemnification of, and advancement of expenses to, these persons by UAI Ltd. UAI Ltd.’s obligations under the indemnification agreements is guaranteed by each of its subsidiary United America Indemnity Group, Inc. and Wind River Reinsurance Company, Ltd.

Item 7. Exemptions from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

For a list of exhibits, see Exhibit Index to this Amendment, which is incorporated in this item by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the Securities Act;

ii. To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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iii. To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 a director, officer 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.

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SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bala Cynwyd, State of Pennsylvania, on the 2nd day of July, 2010.

GLOBAL INDEMNITY PLC
By:	/s/ Larry A. Frakes
	Name:	Larry A. Frakes
	Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Linda Hohn, Thomas McGeehan and Larry A. Frakes, and each of them singly, such person’s true and lawful attorneys, with full power to them and each of them to sign, for such person and in such person’s name and capacity indicated below, any and all amendments to the registration statements (including post-effective amendments), and any registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, in connection with the registration under the Securities Act of 1933, of securities of the registrant, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, the registration statements have been signed by the following persons in the capacities and on the dates indicated.

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Signature	Title	Date
/s/ Saul A. Fox Saul A. Fox	Chairman and Director	July 2, 2010
/s/ Larry A. Frakes Larry A. Frakes	President, Chief Executive Officer and Director	July 2, 2010
/s/ Thomas M. McGeehan Thomas M. McGeehan	Senior Vice President and Chief Financial Officer	July 2, 2010
/s/ Stephen A. Cozen Stephen A. Cozen	Director	July 2, 2010
/s/ Seth J. Gersch Seth J. Gersch	Director	July 2, 2010
/s/ James R. Kroner James R. Kroner	Director	July 2, 2010
/s/ Chad A. Leat Chad A. Leat	Director	July 2, 2010
/s/ Michael J. Marchio Michael J. Marchio	Director	July 2, 2010

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EXHIBIT INDEX

Exhibit No.		Description
	3.1	Memorandum and Articles of Association of Global Indemnity plc, (“GI plc”) (incorporated herein by reference to Exhibit 3.1 to GI plc’s 8-K12B filed on July 2, 2010)
	3.2	Certificate of Incorporation of GI plc, an Irish public limited company (incorporated herein by reference to Exhibit 3.2 to GI plc’s 8-K12B filed on July 2, 2010)
	5.1	Opinion of Arthur Cox, Solicitors, as to the legality of the ordinary shares of GI plc
	10.1	Global Indemnity plc Share Incentive Plan (amended and restated effective July 2, 2010) (incorporated herein by reference to Exhibit 10.1 to GI plc’s Form 8-K12B filed on July 2, 2010)
	10.2	Amendment to Global Indemnity plc Share Incentive Plan, dated July 2, 2010 (incorporated herein by reference to Exhibit 10.2 to GI plc’s Form 8-K12B filed on July 2, 2010)
	10.3	Deed Poll of Assumption for United America Indemnity, Ltd. Share Incentive Plan by Global Indemnity plc, dated July 2, 2010 (incorporated herein by reference to Exhibit 10.3 to GI plc’s 8-K12B filed on July 2, 2010)
	23.1	Consent of PricewaterhouseCoopers LLP
	23.2	Consent of Arthur Cox, Solicitors (included as part of Exhibit 5.1)
	24.1	Power of Attorney (included as part of signature page)

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EX-5.1

EXHIBIT 5.1

CA106244

2 July 2010

To:	Board of Directors Global Indemnity PLC Arthur Cox Building Earlsfort Terrace Dublin 2 Ireland
Re:	Global Indemnity plc Post-Effective Amendment to registration statement on Form S-8 in relation to the Plan.

Dear Sirs,

1. Basis of Opinion

1.1 We are acting as Irish counsel to Global Indemnity plc, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (the “Company”), in connection with the post-effective amendment to the registration statement with the file numbers listed in Annex 1 hereto (the “Post Effective Amendment”) on Form S-8 to be filed with the United States Securities and Exchange Commission (the “SEC”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), with respect to Class A ordinary shares with nominal value US$0.0001 per share of the Company (the “Shares”) that may be delivered pursuant to the Company’s stock incentive plan listed in Annex 2 hereto, as amended and restated (the “Plan”), assumed by the Company in connection with the Scheme of Arrangement under section 86 of the Companies Law (2009 Revision) of the Cayman Islands between United America Indemnity, Ltd. (“UAI Cayman”) and its shareholders sanctioned by the Grand Court of the Cayman Islands on 11^th June 2010 (the “Scheme of Arrangement”), which Scheme of Arrangement resulted in the Class A common shareholders or Class B common shareholders respectively of UAI Cayman becoming Class A ordinary shareholders and Class B ordinary shareholders of the Company on a one-for-two basis and UAI Cayman becoming a wholly owned subsidiary of the Company (the “Transaction”), such transaction becoming effective as of close of business on 2 July 2010 upon the filing of the court order sanctioning the Scheme of Arrangement with the Cayman Registrar of Companies.

1.2 This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof.

1.3 This Opinion is also strictly confined to:

(a) the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;

(b) the Plan Documents (as defined in the Schedule); and

(c) the searches listed at 1.5 below.

We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the Plan other than the Plan Documents.

1.4 For the purpose of giving this Opinion, we have examined copies sent to us by email in pdf or other electronic format of the Plan Documents.

1.5 For the purpose of giving this Opinion, we have caused to be made legal searches against the Company on 2 July 2010 on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the memorandum and articles of association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator.

1.6 This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof. This Opinion speaks only as of its date.

2. Opinion

Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

2.1 The Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Shares.

2.2 When the Shares have been issued (and, if required, paid for in cash) pursuant to and in accordance with the terms and conditions referred to or summarized in the applicable resolutions and the Plan, the Shares will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

3. Assumptions

For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

The Scheme of Arrangement, the Post-Effective Amendment and the Plan

3.1 that the Scheme of Arrangement has been duly authorised by all necessary actions under all applicable laws other than Irish Law;

3.2 when filed with the SEC, the Post-Effective Amendment will not differ in any material respect from the drafts that we have examined;

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3.3 that any awards granted pursuant to the Plan will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Shares pursuant thereto of cash at least equal to the nominal value of such Shares and that where Shares are issued under the Plan without the requirement for the payment of cash consideration by or on behalf of the relevant beneficiary, then such  shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by Section 29(1) of the Companies (Amendment) Act 1983 (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by section 60(12) of the Companies Act 1963 (as amended)) or issued for consideration as set out in Section 30(2) of the Companies (Amendment) Act 1983;

3.4 that the filing of the Post-Effective Amendment with the SEC has been authorized by all necessary actions under all applicable laws other than Irish law;

3.5 that the exercise of any options granted under the Plan and the issue of the Shares upon exercise of such options (and the issue of the Shares in connection with any other awards granted under the Plan) will be conducted in accordance with the terms and the procedures described in the Plan and the applicable award agreement;

3.6 that the Company has sufficient share capital to issue the required number of Shares to be delivered to recipients of any awards granted under the Plan;

Authenticity and bona fides

3.7 the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatories, stamps and seals thereon;

3.8 where incomplete Plan Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Plan Documents correspond in all respects with the last draft of the complete Plan Documents submitted to us;

3.9 that the Plan Documents will be executed in a form and content having no material difference to the drafts provided to us, will be delivered by the parties thereto, and that the terms thereof will be observed and performed by the parties thereto;

3.10 that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;

3.11 that the Memorandum and Articles of Association of the Company amended on 2 July 2010 are the current Memorandum and Articles of Association of the Company, are up to date and have not been amended or superseded and that there are no other terms governing the Shares other than the those set out in the Memorandum and Articles of Association of the Company;

Accuracy of searches and warranties

3.12 the accuracy and completeness of the information disclosed in the searches referred to in paragraph 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company;

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3.13 the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Plan Documents; and

Commercial Benefit

3.14 that the Plan Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit.

4. Disclosure

This Opinion is addressed to you in connection with the registration of the Shares with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Post-Effective Amendment to be filed with the SEC. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required under Section 7 of the Securities Act.

Yours faithfully,

/s/ Arthur Cox                             
ARTHUR COX

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ANNEX 1
Post Effective Amendment

1. Post Effective Amendment No.1 to Form S-8 (no.333-125175 )

2. Post Effective Amendment No.1 to Form S-8 (no.333-122569)

3. Post Effective Amendment No.1 to Form S-8 (no.333-115178)

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ANNEX 2
The Plan

Global Indemnity PLC 2010 Share Incentive Plan.

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SCHEDULE

Plan Documents

1. A copy of the form of the Post Effective Amendment to be filed by the Company with the SEC;

2. A copy of the stock incentive plan listed in Annex 2 (the “Plan”);

3. A copy of the shareholders’ resolution of the Company adopting the Memorandum and Articles of Association of the Company dated 2 July 2010;

4. A copy of the resolutions of the board of directors of the Company regarding the assumption by the Company of the Plan, the approval of the Scheme of Arrangement and of the Reorganization dated 19 April 2010 and 2 June 2010;

5. A copy of the deed poll in respect of the assumption of the Plan;

6. A copy of the Memorandum and Articles of Association of the Company in the form adopted by resolution of the shareholders of the Company on 2 July 2010;

7. A copy of the Certificate of Incorporation of the Company dated and executed 9 March 2010; and

8. Letter of Status from the Irish Companies Registration Office dated 2 July 2010.

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2010 relating to the financial statements, financial statement schedules, and the effectiveness of internal control over financial reporting, which appears in United America Indemnity Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2009.

Philadelphia, Pennsylvania
July 2, 2010