SecProbe.io

January 6, 2020
Wasef Jabsheh
Chief Executive Officer and Vice Chairman
International General Insurance Holdings Ltd.
74 Abdel Hamid Sharaf Street
P.O. Box 941428
Amman 11194, Jordan
Re:International General Insurance Holdings Ltd.
Registration Statement on Form F-4
Filed December 9, 2019
File No. 333-235427
Dear Mr. Jabsheh:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Cover Page
1.We note in the letter to the stockholders of Tiberius Acquisition Corporation that Proposal
1 asks shareholders to both (i) approve the Business Combination Agreement and
(ii) adopt the Amended and Restated Pubco Bye-laws.  Please revise to unbundle and state
separately these two matters to be acted upon or tell us why they are not required to be
stated separately.  Refer to Exchange Act Rule 14a-4(a)(3) for guidance.
2.We note that several of the proposals you are submitting for shareholder action are
conditioned upon shareholder approval of the Business Combination Proposal.  Please
revise the narrative following the summary of the proposals to disclose whether the
Business Combination is conditioned upon shareholder approval of any of the other

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proposals.  If it is not then please explain what will happen if the Business Combination
Proposal is approved but Proposal 3, the Share Issuance Proposal, is not.
3.Please revise to provide a cross reference to the risk factors section that conforms to the
requirements of Item 501(b)(5) of Regulation S-K.
4.Please disclose on the Proxy Statement/Prospectus cover page that concurrent with this
offering Pubco will issue 28,372,900 of its common shares to holders of IGI common
stock under Regulation S that are not being registered here.
Summary of the Material Terms of the Business Combination, page 7
5.We note your disclosure in the first paragraph on page 8 that Pubco common shares equal
to 2.5% of the total Transaction Consideration will be issued in the name of the Sellers but
will be set aside in escrow at the Closing to be used as the sole source of remedy available
to Pubco for any post-closing negative adjustments to the total Transaction Consideration.
Briefly describe the circumstances that could give rise to any post-closing negative
adjustments and explain how such adjustments could affect total Transaction
Consideration.
Risk Factors
Risks Relating to the Business and Operations of IGI
The exit of the United Kingdom from the European Union could have a material adverse effect
on IGI’s business, page 82
6.Please expand this risk factor to describe the magnitude and relative importance of IGI's
UK operations.  In this regard, we note your disclosure under Business of IGI on page 175
related to GWP by geography.
The Business Combination Proposal
The Business Combination Agreement and Related Agreements—Illustration of Transaction
Consideration and Post-Closing Pubco Ownership, page 95
7.Please revise to include a table illustrating, pursuant to the Business Combination
Agreement, the per share consideration that will be paid for each share of Tiberius and IGI
common stock, respectfully, that is exchanged.  For shares of IGI common stock
exchanged, show the value of the consideration paid per share for shares exchanged for
equity consideration and those exchanged for cash consideration separately.
Background of the Business Combination, page 104
8.We note your disclosure on page 110 that transaction terms related to "enhanced
economics for IGI shareholders" were discussed on April 1, 2019.  Please expand your
disclosure to describe the nature of the terms that were discussed.

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Tiberius Board of Directors’ Reasons for the Approval of the Business Combination, page 116
9.We note your disclosure that the comparable transactions you reviewed in determining the
IGI acquisition price-to-book multiple of 1.22x equaled on average 2.30x book value.
Please expand your disclosure to provide the respective price-to-book multiple for each
comparable company you have listed.
Unaudited Pro Forma Combined Financial Statements
Accounting for the Business Combination, page 144
10.Your statement here that you present the net assets of Tiberius Acquisition
Corporation acquired at historical cost is inconsistent with that in the first paragraphs on
pages 27 and 142.  Please address the following:
•Tell us why it is appropriate to reflect the net assets of Tiberius at historical cost in
your pro forma financial statements and in your anticipated post-merger financial
statements.  Reference for us the authoritative literature you rely upon to support your
position specifically indicating how your accounting complies with IFRS 3.18.
•Revise your disclosure on pages 27, 142 and 144 to consistently present the
appropriate anticipated accounting treatment.
IGI's Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-IFRS Financial Measures
Net operating income, page 212
11.Please revise the title of this non-IFRS financial measure given that it is confusingly
similar to IFRS-compliant measures used by many companies.  See Item 10(e)(1)(ii)(E) of
Regulation S-K.
Results of Operations, page 213
12.It is apparent from your claims reserve rollforward on page 247 that prior year
development is significant to both the beginning claims reserves and profit before tax for
each of 2016, 2017 and 2018.  Although you mention prior year development in your
results of operations discussions for specialty long-tailed business in 2017 on page 226
and for specialty short-tailed business in 2019 on page 229 and for your reinsurance
business in 2019 on page 233, you do not appear to fully discuss prior period
development.  Please revise your disclosure to discuss the existence of prior period
development in each period, the impact on your claims expense and earnings and the
underlying causes for this development.  Where appropriate in your revised disclosure,
separately identify changed estimates of frequency versus changes in severity.
Results of Operations - Specialty Long-tail Segment, page 223
13.In the last paragraph on page 225 you indicate that you established "a more conservative
view in setting IBNR reserves across the long-tail Segment" in 2018.  Please revise your

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disclosure to explain why a more conservative approach was necessary.  In addition,
separately explain to us why this more conservative approach was not warranted in an
earlier period.
14.It is apparent from the table on page 226 that the claims and claims expense ratios for your
financial institutions and marine liability lines of business have changed drastically over
all periods presented.  Please revise your disclosure to explain the underlying causes of
these changes.  This comment also applies to all the specialty short-tail lines disclosed in
the table on page 230.
Contractual Obiligations, page 238
15.Please revise the table provided to disaggregate your obligations more than one year into
the following categories stipulated in Item 5.F.1. of Form 20-F:
•One to three years;
•Three to five years; and
•More than five years.
Reinsurance, page 241
16.Given the significance of reinsurance ceded to your operations, please disclose the reasons
for changes in your reinsurance strategy that significantly impact your operating results
since the beginning of 2016.  In this regard, for example, in the first paragraph on page
216 you disclose three significant changes in reinsurance but you do not disclose why you
changed your reinsurance strategy in each instance.
Reinsurance Recoverables, page 241
17.Given the significance of your reinsurance recoverables to both assets and equity, please
disclose the identifies of your significant reinsurers and the recoverables from each.
Beneficial Ownership of Securities
Security Ownership of IGI, page 271
18.We note the security ownership disclosed for several officers and directors of IGI,
including Mohammad Ahmad Abu Ghazaleh, Hani Jabsheh, Walid Jabsheh and Hatem
Jabsheh, excludes shares held by family members of those officers and directors.  Please
revise to disclose shares held by family members in the share ownership totals for each
respective officer or director, regardless of whether or not they disclaim beneficial
ownership.  Alternately, please tell us why such officers or directors should not be
considered the beneficial owners of all of the shares owned by their respective family
members.  Refer to Exchange Act Rule 13(d)(3).  Please make conforming changes to
the Security Ownership of Certain Beneficial Owners and Management of Pubco table on
page 272.

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January 6, 2020
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Description of Pubco Securities
Class Actions and Derivative Suits, page 291
19.We note that the Amended and Restated Pubco Bye-laws provide that shareholders
waive any claim or right of action such shareholder might have, whether individually or
by or in the right of Pubco, against any director or officer of Pubco for their official acts or
omissions.  We further note the Bye-laws provide for the Supreme Court of Bermuda as
the exclusive forum for certain litigation, including any derivative action.  Please disclose
whether these provisions apply to actions arising under the Securities Act or Exchange
Act.  If so, please also state that there is uncertainty as to whether a court would enforce
such provision.  If either provision applies to Securities Act claims, please also state that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  If either provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the respective provision in the
Bye-laws states this clearly, or tell us how you will inform investors in future filings that
such provision does not apply to any actions arising under the Securities Act or Exchange
Act.  Please also add a separately captioned risk factor addressing the impact of these
provisions on the investors.
Expected credit loss for insurance receivables, page F-109
20.You disclose that you consider insurance receivables in default when contractual
payments are 360 days past due.  Please tell us why your default classification extends to
almost one year past due and why you do not have a shorter period or cancel the
underlying insurance policy.  In your response tell us the aging of your insurance
receivables at June 30, 2019 and December 31, 2018 in the following categories:
•Amounts currently due;
•Amounts past due by up to 90 days;
•Amounts past due by up to 91 days to 180 days;
•Amounts past due by up to 181 days to 270 days;
•Amounts past due by up to 271 days to 360 days; and
•Amounts past due by more than 360 days.
Also in your response tell us whether you pay claims on policies where the policyholder is
past due on its premium payments to you.  If so, tell us the business purpose for such
claims payments.
International General Insurance Holdings Ltd.
Notes to the Consolidated Financial Statements
Note 2: Basis of Preparation
Significant accounting judgements, estimates and assumptions
Investment properties, page F-109
21.You disclose here and on pages F-113 and F-114 that investment properties are stated at
fair value which is determined based on valuations performed by professional independent

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valuers.  To the extent the fair value of investment properties reflected in your financial
statements was determined by these independent valuers, please revise your disclosure
to name these valuers and provide their consent.  On the other hand, if you determined the
fair value of these investments and in doing so considered or relied in part upon a report of
these third party specialists, revise your disclosure to clarify accordingly.  Refer to Rule
436 of the Securities Act and Question 233.02 of Compliance and Disclosure
Interpretations related to Securities Act Rules.
Note 24: Commitments and Contingencies
Litigations, page F-126
22.You disclose the existence of arbitration with certain reinsurers related to your outward
reinsurance program for the years 2012 to 2017.  You go on to indicate that no provision
for any liability has been made and that you provide no further information because it
could prejudice your position in the arbitration proceeding.  Please address the following:
•As it appears that this arbitration relates to insurance risk that you ceded to these
reinsurers, tell us why you would need to record a liability due to these reinsurers.  In
your response clarify for us whether they paid claims to you and are seeking
reimbursement or if you have recorded reinsurance recoverables for which you have
not provided a valuation allowance for lack of collectibility.
•Tell us the amount in dispute and why you do not disclose it under IAS 37.85.  In this
regard, financial statement users have no indication of the magnitude of this dispute
and it does not appear that the amount involved would prejudice your position in the
arbitration proceeding; we presume that the reinsurers know either the amount they
paid for which they seek reimbursement or the amount you are claiming under the
reinsurance contracts.
Note 27: Risk Management
Insurance risk, page F-130
23.The sensitivity analysis you provide on page F-131 related to the impact of potential
changes in your claims reserve estimates at December 31, 2018 and 2017 merely
multiplies your claims reserves (both gross and net of reinsurance recoverables) by 5%.
As any financial statement user could recompute these impacts, tell us how your
disclosure provides meaningful information to investors and how it represents reasonably
possible changes in underlying assumptions as stipulated in IFRS 4.39A(a).  In your
response, also tell us why a 5% change in your gross claims liability would result in a 5%
change in the net claims liability when it seems like the various attachment points
associated with your reinsurance agreements might result in a different impact on your
reinsurance recoverable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameWasef Jabsheh
 Comapany NameInternational General Insurance Holdings Ltd.
 January 6, 2020 P