Investor Presentaiton
BOOK VALUE PER SHARE
June 30, 2021
December 31, 2020
Numerator:
Total Enstar shareholders' equity
Less: Series D and E preferred shares
Total Enstar ordinary shareholders' equity (A)
Proceeds from assumed conversion of warrants (1)
$7,187,308
510,000
6,677,308
$6,674,395
510,000
6,164,395
20,229
Numerator for fully diluted book value per ordinary share calculations (B)
$6,677,308
$6,184,624
July Share Repurchases (2)
(890,023)
Numerator for pro forma fully diluted book value per ordinary share calculations (C)
5,787,285
Denominator:
Ordinary shares outstanding (D) (3)
21,604,803
21,519,602
Effect of dilutive securities:
Share-based compensation plans (4)
Warrants (1)
Fully diluted ordinary shares outstanding (E)
July Share Repurchases (2)
Pro forma fully diluted ordinary shares outstanding (F)
Book value per ordinary share:
317,380
298,095
21,922,183
175,901
21,993,598
Basic book value per ordinary share = (A)/(D)
Fully diluted book value per ordinary share = (B)/(E)
(3,794,711)
18,127,472
$309.07
$304.59
$319.25
$286.45
$281.20
Pro forma fully diluted book value per ordinary share = (C) / (F)
(1) Warrants to acquire 175,901 Series C Non-Voting Ordinary Shares for an exercise price of $115.00 per share were exercised on a non-cash basis during the six months ended June 30, 2021, which resulted in a total
of 89,590 Series C Non-Voting Ordinary Shares being issued in the period.
(2) Represents shares repurchased in transactions described within the explanatory notes below.
(3) Ordinary shares outstanding includes voting and non-voting shares but excludes ordinary shares held in the Enstar Group Limited Employee Benefit Trust (the "EB Trust") in respect of awards made under our Joint
Share Ownership Plan, a sub-plan to our Amended and Restated 2016 Equity Incentive Plan (the "JSOP").
(4) Share-based dilutive securities include restricted shares, restricted share units, and performance share units ("PSUs"). The amounts for PSUs, and for ordinary shares held in the EB Trust in respect of the JSOP, are
adjusted at the end of each period end to reflect the latest estimated performance multipliers for the respective awards. The JSOP shares did not have a dilutive effect as at June 30, 2021.
Pro Forma Fully Diluted Book Value Per Ordinary Share - Non-GAAP
In addition to presenting fully diluted book value per ordinary share calculated as of June 30, 2021, we have presented pro forma fully diluted book value per share, which reflects adjustments to fully diluted book value per
share as of June 30, 2021 to give effect to share repurchases that were completed subsequent to June 30, 2021. On July 22, 2021, we completed a repurchase of 3,749,400 of our ordinary shares held by funds managed
by Hillhouse Group for a price of $234.52 per share, totaling $879.3 million in aggregate. The shares represented these funds' entire interest in Enstar, which constituted 16.9% of total ordinary shares and 9.4% of voting
ordinary shares. Subsequent to June 30, 2021, we have also repurchased 45,311 shares for $10.7 million as part of our ordinary share Repurchase Program before terminating the Repurchase Program on July 15, 2021.
We believe that the presentation of pro forma fully diluted book value per share to give effect to these transactions provides readers of our financial statements with useful information regarding the impact of this significant
strategic share repurchase that had a material impact on the number of our outstanding ordinary shares. We do not expect to present this measure in future periods.
Pro forma fully diluted book value per share is calculated by adjusting the numerator and denominator of fully diluted book value per share to give effect to the completed share repurchase transactions described above.
ENSTAR
Property of Enstar Group Limited - Not for Distribution
20View entire presentation