EX-4.2 3 ex-422018prefeformofcert.htm EXHIBIT 4.2 Exhibit

Exhibit 4.2

Certificate Number: 01              Number of Series E Preference Shares: 4,400
G3075P 200 / BMG3075P2004
7.00% Perpetual Non-Cumulative Preference Shares, Series E
(par value $1.00 per share)
(liquidation preference $25,000 per share)
Enstar Group Limited, a Bermuda exempted company (the “Company”), hereby certifies that American Stock Transfer & Trust Company, LLC, a New York limited liability company, as Registrar and Transfer Agent (the “Holder”) under the Deposit Agreement, dated November 21, 2018, among the Company, the Holder and the holders from time to time of Receipts (as defined therein) issued thereunder, is the registered owner of 4,400 fully paid and non-assessable shares of the Company’s designated 7.00% Perpetual Non-Cumulative Preference Shares, Series E, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series E Preference Shares”). The Series E Preference Shares are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series E Preference Shares represented hereby are and shall in all respects be subject to the provisions of the Company’s Memorandum of Association, Bye-Laws and Certificate of Designations of 7.00% Perpetual Non-Cumulative Preference Shares, Series E dated November 21, 2018 (as the same may be amended from time to time, the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to the Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series E Preference Shares set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, the Series E Preference Shares represented by this certificate shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

[Signature page follows]


IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its Chief Financial Officer this 21st day of November, 2018.

By: /s/ Guy Bowker
Name: Guy Bowker
Title: Chief Financial Officer

These are the Series E Preference Shares referred to in the within-mentioned Certificate of Designations.
Dated: November 21, 2018
By: /s/ Michael Legregin
Name: Michael Legregin
Title: Senior Vice President

Dividends on each Series E Preference Share shall be payable at the rate provided in the Certificate of Designations when, as and if declared.
The Series E Preference Shares shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

FOR VALUE RECEIVED, the undersigned assigns and transfers the Series E Preference Shares evidenced hereby to:
(Insert assignee’s social security or taxpayer identification number, if any)
(Insert address and zip code of assignee)
and irrevocably appoints:
as agent to transfer the Series E Preference Shares evidenced hereby on the books of the Transfer Agent for the Series E Preference Shares. The agent may substitute another to act for him or her.
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)