AmerInst Insurance Group, Inc. maintains a passive trading system for AmerInst common stock (the "System") through which persons interested in buying or selling AmerInst shares can find prospective trading partners.
The System consists of essentially two lists: (i) the "Buyer's List" and (ii) the "Seller's List". A person seeking to buy AmerInst shares may request that their name be placed on the Buyer's List. A person seeking to sell AmerInst shares may request that their name be placed on the Seller's List. Each of the Lists will also contain the address, telephone/fax number and email address of the buyer or seller as well as the number of shares they seek to buy or sell and the price at which they would prefer to buy or sell such shares. "Two-sided quotes" in which a person indicates a bid to buy at one price and an offer to sell at a higher price are prohibited.
AmerInst and its agents and affiliates are prohibited from participating in any discussions between buyers and sellers of AmerInst shares, as well as from holding any share certificates or funds in connection with purchases and sales under the System. Prospective traders must initiate direct communication with the prospective trading parties they find on the Lists and negotiate directly with each other until they agree to buy or sell shares at a particular price or not at all.
If an agreement to buy or sell shares is reached, the parties should notify AmerInst at its toll free Stockholder Relations number (800-422-8141) to commence the approval process for the transfer. In accordance with AmerInst's Certificate of Incorporation, the transfer must be reviewed and approved by the Board of Directors or a duly appointed committee thereof to ensure that the requirements of the Company's Stock Ownership Policy have been satisfied. Any transfer that is made without AmerInst's approval is void.
Once the transfer has been approved by the Company, the parties will be notified. At that time, the certificate representing the shares being traded, properly endorsed by seller to buyer, should be sent directly to AmerInst's transfer agent, Butterfield Fulcrum, Rosebank Centre, 11 Bermudiana Road, Pembroke HM 08, Bermuda (441-299-3882). Butterfield Fulcrum will then issue to the buyer a new certificate representing the shares. NO CERTIFICATES SHOULD BE SENT TO BUTTERFIELD FULCRUM UNTIL THE PARTIES HAVE BEEN NOTIFIED THAT THEIR TRANSACTION HAS BEEN APPROVED BY AMERINST.
If you are interested in adding your name to either the Buyer's List or the Seller's List, please contact:
AmerInst Shareholder Relations
c/o Cedar Management Limited
P.O. Box 1601
Hamilton HM GX, Bermuda
(800) 422-8141 (telephone)
(441) 295-1702 (facsimile)
Your name will remain on the Buyer's List or the Seller's List until a trade has occurred or until you notify AmerInst of your desire to remove yourself from the listing. To remove or edit your listing, please contact AmerInst Shareholder Relations at the address listed above.
Prospective traders included on the Lists will automatically receive copies of the Buyer's List and the Seller's List. Once you have received a copy of the Lists, you may initiate direct contact with parties on the Lists.
**********************************
IMPORTANT NOTICES
AMERINST DEVELOPED AND OPERATES THE SYSTEM FOR THE BENEFIT OF ITS STOCKHOLDERS. ALTHOUGH THE SYSTEM ENABLES PROSPECTIVE BUYERS AND SELLERS TO MEET, IT IS NOT A MATCHING SERVICE. AMERINST'S ROLE IN THE SYSTEM IS LIMITED TO FACILITATING TRANSACTIONS BETWEEN PARTIES THAT HAVE AGREED THROUGH DIRECT CORRESPONDENCE WITH EACH OTHER TO ENTER INTO A TRADE. ALL TRANSACTIONS BETWEEN A BUYER AND SELLER MUST BE EXECUTED BY THE PARTIES INDEPENDENT OF AMERINST OR ANY OF ITS AFFILIATES.
AMERINST IS NOT A REGISTERED NATIONAL SECURITIES EXCHANGE, SECURITIES INFORMATION PROCESSOR, BROKER, DEALER OR INVESTMENT ADVISER. THE COMPANY DOES NOT TRADE DIRECTLY OR INDIRECTLY IN ITS COMMON STOCK AND NOTHING HEREIN SHOULD BE CONSTRUED TO MEAN THAT THE COMPANY OFFERS TO BUY OR SELL, OR GUARANTEES ANY PURCHASE OR SALE, OF COMMON STOCK.
ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS (INCLUDING THE PROHIBITIONS AGAINST FRAUD AND MANIPULATION) APPLY TO ANY OFFER MADE OR TRANSACTION CONSUMMATED USING THE SYSTEM. IN ADDITION, THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS APPLY TO ALL OFFERS AND SALES THROUGH THE SYSTEM, ABSENT AN AVAILABLE EXEMPTION. OFFERS AND SALES OF CONTROL OR RESTRICTED SECURITIES MAY BE MADE IN RELIANCE UPON THE SECTION 4(1) EXEMPTION IF THE REQUIREMENTS OF RULE 144, INCLUDING THE "MANNER OF SALE" REQUIREMENTS ARE SATISFIED. WE NOTE THAT THE PUBLIC INFORMATION, VOLUME, MANNER OF SALE AND NOTIFICATION REQUIREMENTS OF RULE 144 DO NOT APPLY TO TRANSACTIONS BY PERSONS WHO ARE NOT AFFILIATES (AND HAVE NOT BEEN SUCH FOR AT LEAST THREE MONTHS) THAT SATISFY THE REQUIREMENTS OF RULE 144(K). THIS MEANS THAT GENERALLY, IF YOU ARE NOT AN AFFILIATE OF AMERINST (i.e., NOT AN EXECUTIVE OFFICER, DIRECTOR, CONTROLLING STOCKHOLDER OR PERSON WHO IS IN A CONTROLLING POSITION WITH RESPECT TO AMERINST) AND HAVE NOT BEEN AN AFFILIATE FOR THE LAST THREE MONTHS, AND AT LEAST THREE YEARS HAVE PASSED SINCE YOUR SHARES WERE ACQUIRED FROM THE COMPANY OR AN AFFILIATE OF THE COMPANY, YOUR SALE OF AMERINST SHARES WOULD NOT BE SUBJECT TO REGISTRATION REQUIREMENTS UNDER FEDERAL LAW. HOWEVER, YOU SHOULD CONSULT WITH YOUR OWN ATTORNEY AS TO WHETHER YOU MAY LAWFULLY PURCHASE OR SELL AMERINST SHARES.
© October 1998