As filed with the Securities and Exchange Commission on June 9, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BLUE CAPITAL REINSURANCE HOLDINGS LTD.
(Exact Name of Registrant as specified in its charter)
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Bermuda |
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98-1120002 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
94 Pitts Bay Road
Pembroke, HM 08 Bermuda
(Address including zip code of Principal Executive Offices)
Blue Capital Reinsurance Holdings Ltd. 2013 Long-Term Incentive Plan
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
212-590-9070
(Name, address and telephone number, including area code, of agent for service)
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 Securities Exchange Act of 1934. (Check one):
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer x |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be |
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Amount to be |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Common shares, par value $1.00 per share(1) |
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75,000 |
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17.82 |
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1,336,500 |
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172.14 |
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TOTALS |
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(1) The common shares being registered hereby represent shares reserved for issuance pursuant to awards granted or to be granted to eligible employees, directors and consultants of Blue Capital Reinsurance Holdings Ltd. (the “Company” or the “Registrant”) and its subsidiaries under the Blue Capital Reinsurance Holdings Ltd. 2013 Long-Term Incentive Plan.
(2) This Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional common shares which may become issuable under the plan being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding common shares. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Blue Capital Reinsurance Holdings Ltd. 2013 Long-Term Incentive Plan.
(3) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of computing the registration fee, based on the average of the high and low prices of the securities being registered hereby on the New York Stock Exchange on June 6, 2014.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Blue Capital Reinsurance Holdings Ltd. 2013 Long-Term Incentive Plan as specified under Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not being, filed by the Company with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference.
(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Commission on March 7, 2014;
(2) The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, as filed with the Commission on May 5, 2014;
(3) The Company’s Current Reports on Form 8-K, as filed with the Commission on January 6, 2014, January 17, 2014, February 5, 2014, April 29, 2014 and May 15, 2014; and
(4) The description of the Company’s common shares contained in the Company’s Registration Statement on Form S-1, as filed with the Commission on October 7, 2013 (Registration No. 333-191586), including any amendment thereto or report filed for the purpose of updating such description.
In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated 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 part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company’s bye-laws provide, among other things, that the Company shall indemnify and hold harmless its directors and officers to the fullest extent permitted under the Bermuda Companies Act 1981, as amended (the “Companies Act”). Specifically, the Company’s bye-laws provide that its directors and officers, as well as their heirs, executors and administrators (“Indemnified Persons”), shall, subject to the Companies Act prohibitions described below, be indemnified by the Company from and against all liability, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs including defense costs incurred in defending any legal proceedings whether civil or criminal and expenses properly payable) incurred or suffered by them or by reason of any act done, conceived in or omitted in the conduct of the Company’s business or in the discharge of their duty, with such indemnity extending to any Indemnified Person acting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election, and no Indemnified Person shall be liable for the acts, defaults or omissions of any other Indemnified Person.
The Company’s bye-laws provide that, except with respect to matters involving fraud or dishonesty of Indemnified Persons, each shareholder agrees to waive any claim or right of action it might have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken by such Indemnified Person, or the failure of such director or officer to take any action in the performance of his or her duties with or for the Company.
Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the Company. Section 98 further provides that a Bermuda 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 in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits followed by an asterisk (*) indicate those exhibits physically filed with this Registration Statement on Form S-8. All other exhibit numbers indicate exhibits filed by incorporation by reference.
4.1 Memorandum of Association (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, as filed with the Commission on October 7, 2013, as amended (Registration No. 333-191586)).
4.2 Bye-Laws (incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1, as filed with the Commission on October 7, 2013, as amended (Registration No. 333-191586)).
5.1 Opinion of Appleby (Bermuda) Limited. (*)
23.1 Consent of PricewaterhouseCoopers Ltd., Independent Registered Public Accounting Firm. (*)
23.2 Consent of Appleby (Bermuda) Limited (included in Exhibit 5). (*)
24.1 Powers of Attorney (included on the signature pages hereof). (*)
99.1 Blue Capital Reinsurance Holdings Ltd. 2013 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on October 7, 2013, as amended (Registration No. 333-191586)).
99.2 Form of Director Restricted Share Unit Award Agreement under the Company’s 2013 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2014).
ITEM 9. REQUIRED UNDERTAKINGS
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.
(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 (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 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.
(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.
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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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 defence 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.
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 this Registration Statement, and has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on June 9, 2014.
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BLUE CAPITAL REINSURANCE HOLDINGS LTD. | ||
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By: |
/s/ Michael S. Paquette | |
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Name: |
Michael S. Paquette | |
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Chief Financial Officer | |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints William Pollett and Michael S. Paquette, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act and any requirements of the Commission in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
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.
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Date |
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/s/ William Pollett |
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Chief Executive Officer, Director |
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June 9, 2014 |
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William Pollett |
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Director (Principal Executive Officer) |
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/s/ Michael S. Paquette |
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Chief Financial Officer |
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June 9, 2014 |
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Michael S. Paquette |
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(Principal Accounting and Financial Officer) |
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/s/ Christopher L. Harris |
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Chairman of the Board of Directors |
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June 9, 2014 |
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Christopher L. Harris |
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/s/ D. Andrew Cook |
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Director |
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June 9, 2014 |
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D. Andrew Cook |
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/s/ Eric Lemieux |
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Director |
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June 9, 2014 |
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Eric Lemieux |
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/s/ John R. Weale |
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Director |
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June 9, 2014 |
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John R. Weale |
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AUTHORIZED REPRESENTATIVE
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/s/ Eric Lemieux |
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Eric Lemieux |
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Director, as the duly authorized representative |
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Date: June 9, 2014 |
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EXHIBIT INDEX
The exhibits followed by an asterisk (*) indicate those exhibits physically filed with this Registration Statement on Form S-8. All other exhibit numbers indicate exhibits filed by incorporation by reference.
4.1 Memorandum of Association (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, as filed with the Commission on October 7, 2013, as amended (Registration No. 333-191586)).
4.2 Bye-Laws (incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1, as filed with the Commission on October 7, 2013, as amended (Registration No. 333-191586)).
5.1 Opinion of Appleby (Bermuda) Limited. (*)
23.1 Consent of PricewaterhouseCoopers Ltd., Independent Registered Public Accounting Firm. (*)
23.2 Consent of Appleby (Bermuda) Limited (included in Exhibit 5). (*)
24.1 Powers of Attorney (included on the signature pages hereof). (*)
99.1 Blue Capital Reinsurance Holdings Ltd. 2013 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on October 7, 2013, as amended (Registration No. 333-191586)).
99.2 Form of Director Restricted Share Unit Award Agreement under the Company’s 2013 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2014).
Exhibit 5.1
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Email badderley@applebyglobal.com |
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Blue Capital Reinsurance Holdings Ltd. |
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Direct Dial +1 441 298 3243 |
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94 Pitts Bay Road |
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Tel +1 441 295 2244 |
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Pembroke |
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Fax +1 441 292 8666 |
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HM 08 |
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Bermuda |
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Your Ref |
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Appleby Ref 421339.0009/BA |
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9 June 2014 |
Dear Sirs
Blue Capital Reinsurance Holdings Ltd. (Company)
We have acted as special legal counsel in Bermuda to the Company and this opinion as to Bermuda law is addressed to you in connection with the filing by the Company with the United States Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (Securities Act) of a Registration Statement (as defined in the Schedule to this opinion), in relation to the registration of 75,000 Common Shares of par value $1.00 per share (Shares) issuable pursuant to the Company’s 2013 Long-Term Incentive Plan (Plan).
For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (Documents).
Unless otherwise defined herein or in the Schedule to this opinion, terms defined in the Plan have the same meanings when used in this opinion.
Assumptions
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents examined by us, submitted to us as originals and the conformity to authentic original documents of all Documents submitted to us as certified, conformed, notarised, faxed or photostatic copies;
(b) that each of the Documents which was received by electronic means is complete, intact and in conformity with the transmission as sent;
(c) the genuineness of all signatures on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents (other than the Directors or Officers of the Company);
(e) that any representation, warranty or statement of fact or law, other than as to Bermuda law, made in any of the Documents is true, accurate and complete;
(f) that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered;
(g) that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered;
(h) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the issuance of the Shares or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation to be performed or action to be taken as described in the Plan is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
(i) that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company in a meeting which was duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors not disclosed by the Constitutional Documents, the Company Search, the Litigation Search, or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;
(j) that, when the Directors of the Company passed the Resolutions, each of the Directors discharged his fiduciary duties to the Company and acted honestly and in good faith with a view to the best interests of the Company; and
(k) that the Company has filed the Registration Statement in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the activities contemplated by the Registration Statement and the Plan would benefit the Company.
Opinion
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
(1) The Company is an exempted company validly organised and existing and in good standing under the laws of Bermuda.
(2) When issued and delivered against payment therefore in accordance with the Plan, the Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company.
(3) All necessary corporate action required to have been taken by the Company in connection with the issue of the Shares pursuant to Bermuda law has been taken by or on behalf of the Company.
Reservations
We have the following reservations:
(a) We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.
(b) In paragraph (1) above, the term “good standing” means only that the Company has received a Certificate of Compliance from the Registrar of Companies in Hamilton, Bermuda which confirms that the Company has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make it liable to be struck off the Registrar of Companies and thereby cease to exist under the laws of Bermuda.
(c) Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of the shares, that no shareholder shall be bound by an alteration to the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.
(d) Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal:
(i) details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book;
(ii) details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded;
(iii) whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded;
(iv) whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or
(v) whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies Act 1981.
(e) In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search.
(f) In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search.
(g) Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction.
Disclosure
This opinion is addressed to you in connection with the filing of this opinion as an exhibit to the Registration Statement. We consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. As Bermuda attorneys, however, we are not qualified to opine on matters of law of any jurisdiction other than Bermuda, accordingly we do not admit to being an expert within the meaning of the Securities Act.
Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.
This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully
/s/ Appleby (Bermuda) Limited
SCHEDULE
1. The entries and filings shown in respect of the Company on the files maintained in the Register of Companies at office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search on 9 June 2014 (Company Search).
2. The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search on 9 June 2014 (Litigation Search).
3. Certified copies of the Certificate of Incorporation, Altered Memorandum of Association, Certificate of Deposit of Memorandum of Increase of Share Capital and Bye-Laws adopted on 21 October 2013 for the Company (collectively referred to as Constitutional Documents).
4. A certified copy of the “Tax Assurance” for the Company dated 1 July 2013 issued by the Registrar of Companies for the Minister of Finance.
5. Certified copies of the resolutions of the Board of Directors of the Company passed at meetings held on 21 September 2013 (Resolutions).
6. A certified copy of the consent of the Bermuda Monetary Authority dated 24 June 2013 in respect of the Company.
7. A Certificate of Compliance dated 9 June 2014 issued by the Registrar of Companies in respect of the Company.
8. Certified copy of the Register of the Directors and Officers of the Company.
9. A PDF copy of the registration statement on Form S-8 filed by the Company under the Securities Act on 9 June 2014.
10. A PDF copy of the Plan.
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 7, 2014 relating to the financial statements and financial statement schedules, which appears in Blue Capital Reinsurance Holdings Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2013.
/s/ PricewaterhouseCoopers Ltd
Hamilton, Bermuda
June 9, 2014