SEC Form SC 13D/A filed by International General Insurance Holdings Ltd. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

INTERNATIONAL GENERAL
INSURANCE HOLDINGS LTD.

(Name of Issuer)

Common Shares $0.01 par value

(Title of Class of Securities)

G4809J106

(CUSIP Number)

Sarah Lashkoo
Oman International Development & Investment Co. SAOG

P.O. Box 3886, Ruwi, Postal Code 112, Sultanate of Oman

+968 2476 9500

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

February 6, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* See Item 5 of this statement on Schedule 13D.

** For limited purposes of this statement on Schedule 13D only, the percentage of common shares beneficially owned by the Reporting Person is based on 46,886,225 common shares outstanding as set forth in the Report on Form 6-K of International General Insurance Holdings Ltd (No. 001-39255) (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2023, derived from 49,158,000 common shares outstanding as of September 30, 2022 minus 2,271,775 common shares repurchased by the registrant in a privately negotiated transaction. Were the repurchased common shares included in the denominator, the Reporting Person would own 19.4% of the common shares issued and outstanding.

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements certain information in the Schedule 13D, filed with the SEC on March 31, 2020 (the “Original 13D” and, together with this Amendment No. 1, the “Schedule 13D”) by the Reporting Person.

Except as set forth below, all Items of the Original 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original 13D.

Item 2. Identity and Background.

Item 2 of the Original 13D is hereby amended and restated by the following:

This Schedule 13D is filed by Oman International Development & Investment Co. SAOG (the “Reporting Person”), a joint stock company organized under the laws of the Sultanate of Oman.

The address of principal business and principal office of the Reporting Person is:

Madinat Al Erfaan

Muscat Hills, Block No 9993

Building No. 95, Seventh Floor

Sultanate of Oman

The principal business of the Reporting Person is to invest in primarily six platforms: banking, insurance, leasing, real estate, investment banking and financial investments.

During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Information regarding each executive officer and director of the Reporting Person is set forth in Annex A hereto and incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original 13D is hereby amended to include the following:

Between June 10, 2020 and February 2, 2023, the Reporting Person purchased 359,469 Common Shares in the open market for an aggregate purchase price of $1,088,591 and sold 50,490 Common Shares in the open market for an aggregate sale price of $144,757.

On February 6 and February 10, 2023, respectively, the Reporting Person purchased, on each day, a total of 250,000 Common Shares in the open market for an aggregate purchase price of $1,626,625.

On February 21, 2023, the Reporting Person purchased 1,823,467 Common Shares from Amir Ahmed Abu Ghazaleh, a Jordanian national (the “Seller”) for an aggregate purchase price of $15,864,162.90 pursuant to the agreement of sale and purchase dated February 21, 2023 (the “Sale and Purchase Agreement”), between the Reporting Person and the Seller.

All of the above Common Shares were purchased with working capital of the Reporting Person.

Item 4. Purpose of the Transaction.

The Reporting Person acquired the Common Shares for investment purposes and intends to review investments in the Issuer on a continuing basis. Based on such review, the Reporting Person may acquire additional securities, or retain or sell all or a portion of the securities then held, including without limitation in open market, block sales or privately negotiated transactions, at any time, and may formulate other purposes, plans or proposals regarding the Issuer or any of its securities to the extent deemed advisable in light of strategic investment and trading policies of the Reporting Person.

The Reporting Person may engage in discussions with management, the Issuer’s board of directors, shareholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as a merger, take private transaction that could result in a de-listing or de-registration of the Common Shares, sales or acquisitions of assets or businesses, changes to the capitalization or dividend policy of the Issuer or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s board of directors.

Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, price levels of the Issuer’s securities, general market, industry and economic conditions, the relative attractiveness of alternative business and investment opportunities and other future developments. Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer.

Item (a) to (c) of Item 5 of the Original 13D are hereby amended as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original 13D is hereby amended to add the following:

Sale and Purchase Agreement

The Reporting Person entered into the Sale and Purchase Agreement described in Item 3 above with the Seller. Under the Sale and Purchase Agreement, the Reporting Person purchased 1,823,467 Common Shares from the Seller. The Sale and Purchase Agreement contains customary representations, warranties and covenants of the parties thereto.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Original 13D is hereby amended and supplemented by adding the following:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 2, 2023

ANNEX A

The following sets forth the name, position, principal occupation and citizenship of each director and executive officer of Oman International Development & Investment Co. SAOG (“Ominvest”).

DIRECTORS OF OMINVEST

EXECUTIVE OFFICERS OF OMINVEST