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Redomestication | 9 Months Ended
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Sep. 30, 2020
Redomestication Disclosure [Abstract] |
Redomestication | 2.Redomestication At 12:01 a.m., Eastern Time, on August 28, 2020 (the "Effective Time"), Global Indemnity Limited, incorporated in the Cayman Islands as an exempted company with limited liability, completed the previously disclosed scheme of arrangement and amalgamation under Sections 86 and 87 of the Cayman Islands Companies Law (2020 Revision) (the "Scheme of Arrangement") that effected certain transactions (the "Redomestication") that resulted in the shareholders of Global Indemnity Limited becoming the holders of all of the issued and outstanding common shares of the Company. In accordance with the terms of the Scheme of Arrangement, the following steps occurred effectively simultaneously at the Effective Time:
| 1. | Global Indemnity Limited merged with and into New CayCo, a newly formed and wholly owned subsidiary of the Company incorporated in the Cayman Islands as an exempted company with limited liability, following which, New CayCo survived the merger (the "Amalgamation"); |
| 2. | in consideration of the Amalgamation, the Company issued an equal number of its common shares to Global Indemnity Limited shareholders at the record time of 5:00 p.m. Eastern Time on August 27, 2020 (the "Scheme Record Time"), on the following basis: for each Global Indemnity Limited A ordinary share cancelled, one class A common share of the Company was issued; and for each Global Indemnity Limited B ordinary share cancelled, one class B common share of the Company was issued; and |
| 3. | pursuant to the Scheme of Arrangement and as part of the Amalgamation, Global Indemnity Limited was dissolved without being wound up and ceases to exist as a separate legal entity. |
As a result, any references to class A common shares after the Effective Time refer to Global Indemnity Group, LLC class A common shares and any references to class A common shares prior to the Effective Time refers to Global Indemnity Limited A ordinary shares. As previously disclosed, the Redomestication was approved by Global Indemnity Limited’s shareholders at a special meeting and an extraordinary general meeting held on August 25, 2020, convened by Order of the Grand Court of the Cayman Islands dated July 22, 2020. The terms and conditions of the issuance of the securities in connection with the Redomestication were sanctioned by the Grand Court of the Cayman Islands pursuant to an Order granted on August 26, 2020 after a hearing upon the fairness of such terms and conditions at which all holders of Global Indemnity Limited ordinary shares had a right to appear and of which adequate notice had been given. Following completion of the Scheme of Arrangement, New CayCo merged with and into the Company, with the Company surviving as the ultimate parent company. Additionally, as part of the Redomestication transactions, Global Indemnity Reinsurance Company was merged with and into Penn-Patriot, with Penn-Patriot surviving, resulting in the assumption of Global Indemnity Reinsurance’s business by the Company’s existing U.S. insurance company subsidiaries (the "GI Bermuda Transaction" and, together with the Redomestication and the other transactions described in Global Indemnity Limited's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 23, 2020 (the "Redomestication Proxy Statement"), the "Transactions"). Prior to the Redomestication, the Global Indemnity Limited A ordinary shares were listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "GBLI" and registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). At the Effective Time, the Company’s class A common shares are deemed to be registered under Section 12(b) of the Exchange Act pursuant to Rule 12g-3(a) under the Exchange Act. The issuance of the class A common shares by the Company in the Redomestication was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 3(a)(10) of the Securities Act. The Company’s class A common shares began trading on Nasdaq under the symbol "GBLI," the same symbol under which the Global Indemnity Limited ordinary shares previously traded, at the commencement of trading on Nasdaq on August 28, 2020. On August 27, 2020, the Company issued 4,000 series A cumulative fixed rate preferred shares. Following the Effective Time, all of the issued and outstanding series A fixed rate preferred shares were unaffected by the Scheme of Arrangement. See Note 10 for additional information regarding the issuance of these preferred shares.

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