8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2018

ASPEN INSURANCE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	001-31909	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

141 Front Street

Hamilton HM 19

Bermuda

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (441) 295-8201

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure

On May 15, 2018, Aspen Insurance Holdings Limited (“Aspen”) issued a press release, attached hereto as Exhibit 99.1, announcing that it has submitted an application to the Central Bank of Ireland for authorization of a new insurance subsidiary in Dublin, Republic of Ireland. Subject to regulatory approval, the new Irish subsidiary, Aspen Insurance Ireland DAC, will ensure that Aspen and its subsidiaries can continue serving partners and clients in the European Economic Area following the United Kingdom’s exit from the European Union.

Safe Harbor for Forward-Looking Statements

Some of the statements in Exhibit 99.1 include forward-looking statements which reflect Aspen’s current views with respect to future events. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or may be important factors that could cause actual results to differ from those indicated in the forward-looking statements. Statements that include the words “expect,” “assume,” “objective,” “intend,” “plan,” “believe,” “do not believe,” “aim,” “project,” “anticipate,” “seek,” “will,” “likely,” “estimate,” “may,” “continue,” “guidance,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” and similar statements of a future or forward-looking nature identify forward-looking statements in Exhibit 99.1 for purposes of the U.S. federal securities laws or otherwise. Aspen intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements speak only as of the date on which they are made or as otherwise indicated. Aspen undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.   

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)The following exhibit is furnished under Item 7.01 as part of this report:

99.1 Press Release of the Registrant, dated May 15, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASPEN INSURANCE HOLDINGS LIMITED (Registrant)
Dated: May 15, 2018	By:	/s/ Scott Kirk
	Name:	Scott Kirk
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

ASPEN SEEKS APPROVAL FOR NEW

INSURANCE SUBSIDIARY IN IRELAND

HAMILTON, Bermuda — May 15, 2018 — Aspen Insurance Holdings Limited (“Aspen” or the “Company”) (NYSE:AHL) announced today that it has submitted an application to the Central Bank of Ireland for authorization of a new insurance subsidiary in Dublin, Republic of Ireland.

This new Irish subsidiary - Aspen Insurance Ireland DAC (“Aspen Ireland”) - will ensure that Aspen can continue serving partners and clients in the European Economic Area (“EEA”) following the United Kingdom’s exit from the European Union. Aspen will also utilize the proposed Lloyd’s Belgium Subsidiary through Aspen Managing Agency Limited (“AMAL”).

Subject to regulatory approval, it is anticipated that Aspen Ireland will be operational by the first quarter of 2019.

Classes of insurance business currently planned to be written via Aspen Ireland include Casualty, Credit and Political Risk, Accident & Health, and Commercial Property.

Existing UK and non-EEA policies not impacted by Brexit will continue to be written within Aspen Insurance UK Limited (“AIUK”).

Mike Cain, Chief Executive Officer of AIUK and AMAL, said: “Aspen has had a strong local branch presence in the Republic of Ireland for many years. Dublin is, therefore, a logical fit for our new insurance subsidiary given its highly-regarded business and regulatory environment. Aspen Ireland, together with our use of the Lloyd’s Belgium Subsidiary, will ensure that we can continue to meet the needs of our EEA clients and brokers post-Brexit.”

Aspen does not believe that its reinsurance business will be affected by Brexit, subject to political agreements regarding Solvency II equivalence.

- ENDS -

About Aspen Insurance Holdings Limited

Aspen provides reinsurance and insurance coverage to clients in various domestic and global markets through wholly-owned subsidiaries and offices in Australia, Bermuda, Canada, Ireland, Singapore, Switzerland, the United Arab Emirates, the United Kingdom and the United States. For the year ended December 31, 2017, Aspen reported $12.9 billion in total assets, $6.7 billion in gross reserves, $2.9 billion in total shareholders’ equity and $3.4 billion in gross written premiums. Its operating subsidiaries have been assigned a rating of “A” by Standard & Poor’s Financial Services LLC, an “A” (“Excellent”) by A.M. Best Company Inc. and an “A2” by Moody’s Investors Service, Inc..

Application of the Safe Harbor of the Private Securities Litigation Reform Act of 1995

This press release contains written “forward-looking statements” within the meaning of the U.S. federal securities laws. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “expect,” “intend,” “plan,” “believe,” “do not believe,” “project,” “anticipate,” “seek,” “will,” “estimate,” “may,” “likely,” “continue,” “assume,” “objective,” “aim,” “guidance,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” and similar expressions of a future or forward-looking nature.

All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of uncertainties and other factors, many of which are outside Aspen’s control that could cause actual results to differ materially from such statements. For a detailed description of uncertainties and other factors that could impact the forward-looking statements in this press release, please see the “Risk Factors” section in Aspen’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the U.S. Securities and Exchange Commission. Aspen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information:

Investors

Mark Jones, Senior Vice President, Investor Relations, Aspen

mark.p.jones@aspen.co

+1 (646) 289 4945

Media

Steve Colton, Head of Group Communications, Aspen

Steve.colton@aspen.co

+44 20 7184 8337

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