ESG Re Auditor Resigns, Nasdaq May De-list Shares for Late 10-Q Filing

December 3, 2002

Bermuda-based ESG Re Ltd. announced that Deloitte & Touche have resigned as its independent auditors effective November 22, 2002. It also said it had received notice from Nasdaq, where its shares are traded, warning that they company’s stock would be de-listed as of today because it had failed to file the required 10-Q Form, which details audited quarterly financial results, with the SEC.

ESG said it was currently seeking another auditor. “Deloitte & Touche had not completed its review under SAS 71 of the Company’s financial statements for the quarter ended September 30, 2002,” said the bulletin. ESG Re noted that it had submitted the necessary forms, indicating that it intended to file its third quarter report on November 19, and further stated that it had continued to provide its auditors with all necessary information up until they resigned.

It went on to indicate that the third quarter report, as compiled by the auditors, could include “some adjustments which would have affected the Company’s financial results announced for the period ended September 30, 2002,” but said it was unable to give exact details at this time. The adjustments in question, according to the company “are likely to be on the order of $500,000, although there can be no assurance that the amount might not be higher.”

As a result of its failure to file the 10-Q report on time, ESG also announced that it had received a Nasdaq Staff Determination letter on November 25, 2002, which set December 3 as the date for de-listing its securities.

The company said it has requested “an oral hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination.” This should be held within the next 45 days, and the de-listing is on hold until the panel reaches a decision. ESG said it would “present a plan to Nasdaq for achieving the requirements for continued listing, but there can be no assurance the Panel will grant ESG’s requests for continued listing.”

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