8-KCorporate ChangesExhibits & Filings

Chubb Ltd 8-K Report, Bylaw Amendment (Sep 28, 2012)

Filed September 28, 2012For Securities:CB

Summary

Chubb Ltd filed an 8-K on September 28, 2012, reporting on the implementation of a par value reduction dividend approved by shareholders at their 2012 annual general meeting. This dividend, payable in four quarterly installments, involves an annual reduction of par value initially set at CHF 1.80 (approximately US$1.96). For the second installment, the par value reduction was fixed at CHF 0.45 per share, equivalent to US$0.49, based on the prevailing USD/CHF exchange rate at the time. This adjustment was formally enacted through an amendment to the company's Articles of Association, which became effective upon registration in the Swiss commercial register on September 28, 2012. As a result, Chubb's par value per share was adjusted to CHF 29.34. The primary impact for investors is the distribution of this par value reduction dividend, with shareholders of record on September 28, 2012, being entitled to the payment scheduled for October 19, 2012. This action is a way for the company to return capital to shareholders, and the specific amount of each installment is subject to currency exchange rate fluctuations near the payment date, within an aggregate cap. Investors should note this mechanism for capital return and the potential variability in the exact USD amount received per quarter due to FX movements.

Key Highlights

  • 1Chubb Ltd formally amended its Articles of Association on September 28, 2012, to implement a par value reduction dividend.
  • 2Shareholders approved a dividend in the form of a par value reduction payable in four quarterly installments.
  • 3The second quarterly installment of the par value reduction was fixed at CHF 0.45 per share (equivalent to US$0.49).
  • 4The CHF amount for each installment is subject to adjustment based on the USD/CHF exchange rate near the payment date.
  • 5The aggregate par value reduction is capped at CHF 2.70 over the four installments.
  • 6Chubb's par value per share was reduced to CHF 29.34 following the amendment.
  • 7Shareholders of record on September 28, 2012, will receive the dividend payment due on October 19, 2012.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the formal amendment to Chubb Ltd's Articles of Association, which officially implemented a par value reduction dividend approved by shareholders. This action allows the company to distribute capital to shareholders through a reduction in the nominal value of its shares.

As a shareholder, you will receive a dividend in the form of a par value reduction. For the installment reported on September 28, 2012, this amounted to CHF 0.45 per share, which was approximately US$0.49. This dividend will be paid to shareholders of record on September 28, 2012, on October 19, 2012. This is a method of returning capital to shareholders without changing the total number of outstanding shares.

No, the dividend amount in Swiss Francs (CHF) for each installment is adjusted to equal US$0.49 near the time of payment, based on the USD/CHF exchange rate. However, there is an aggregate cap of CHF 2.70 for the total reduction over the four quarterly installments. This means the exact USD amount received per installment can fluctuate slightly due to currency movements, although the company aims to provide a consistent US dollar equivalent.

Before this specific amendment on September 28, 2012, the par value per share was higher. After the registration of the amended Articles of Association on September 28, 2012, the company's par value per share was adjusted to CHF 29.34.