Endurance Specialty Holdings Ltd. is offering 8,000,000 shares of its 7.75% Non-Cumulative Preferred Shares, Series A, $25 liquidation preference per share (the "Series A Preferred Shares").
Holders of Series A Preferred Shares will be entitled to receive dividend payments only when, as and if declared by our board of directors or a duly authorized committee of the board. Any such dividends will be payable from the date of original issue on a non-cumulative basis, quarterly in arrears on the 15th day of March, June, September and December of each year (each, a "dividend payment date"), commencing on December 15, 2005, at an annual rate of 7.75%.
Dividends on the Series A Preferred Shares are not cumulative. Accordingly, in the event dividends are not declared on the Series A Preferred Shares for payment on any dividend payment date, then those dividends will not accrue and will not be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series A Preferred Shares are declared for any future dividend period.
So long as any Series A Preferred Shares remain outstanding, no dividend shall be paid or declared on our ordinary shares, class A shares or any of our other securities ranking junior to the Series A Preferred Shares (other than a dividend payable solely in ordinary shares, class A shares or in such other junior securities), unless the full dividends for the latest completed dividend period on all outstanding Series A Preferred Shares and any parity shares have been declared and paid or provided for.
Except in specified circumstances relating to certain tax or corporate events, the Series A Preferred Shares are not redeemable prior to December 15, 2015. On and after that date, the Series A Preferred Shares will be redeemable at our option, in whole or in part, at a redemption price of $25 per Series A Preferred Share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. See "Description of the Series A Preferred Shares—Redemption" and "—Tax Redemption." Our ability to redeem the Series A Preferred Shares is subject to certain restrictions described under "Description of the Series A Preferred Shares—Redemption."