Trisura Group Ltd. (“Trisura”, or the “Company”) (TSX:TSU), a
leading international specialty insurance holding company,
announced today that it has entered into an agreement with a
syndicate of underwriters led by BMO Capital Markets and Cormark
Securities Inc. (collectively, the “Underwriters”), pursuant to
which the underwriters have agreed to buy, on bought deal public
offering basis, 907,500 common shares (the “Common Shares”) of the
Company, at a price of $46.85 per Common Share (the “Offering
Price”) for gross proceeds of $42.5 million (the “Offering”). The
Company has granted the Underwriters an option (the “Over-Allotment
Option”), exercisable in whole or in part at any time up to 30 days
following the closing of the Offering, to purchase up to an
additional 15% of the Common Shares at the Offering Price to cover
over-allotments, if any. Concurrently with the closing of the
Offering, the Company will issue and sell 160,100 common shares of
the Company in a private placement at the Offering Price, for
additional gross proceeds of $7.5 million (the "Private
Placement"), with Trisura's principal shareholder, Partners Value
Investments LP. Closing of the Offering and the Private Placement
will be conditional on each other.
The Company intends to use the net proceeds of
the Offering and the Private Placement for general corporate
purposes including, but not limited to, supporting the growth of
its U.S. fronting platform.
The Common Shares to be issued under the
Offering will be offered by way of a prospectus supplement to be
filed in each of the provinces and territories of Canada, and may
be offered in the United States on a private placement basis
pursuant to an exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws, and certain other jurisdictions outside of
Canada and the United States.
Closing of the Offering and the Private
Placement is expected to occur on or about May 15, 2020, subject to
Trisura receiving all necessary regulatory approvals.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of the securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction. The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
About Trisura Group Ltd.Trisura
Group Ltd. is an international specialty insurance provider
operating in the surety, risk solutions, corporate insurance,
fronting and reinsurance segments of the market. Trisura has three
principal regulated subsidiaries: Trisura Guarantee Insurance
Company in Canada, Trisura Specialty Insurance Company in the US
and Trisura International Insurance Ltd. in Barbados. Trisura Group
is listed on the Toronto Stock Exchange under the symbol “TSU”.
Further information is available at
http://www.trisura.com/group. Important information may be
disseminated exclusively via the website; investors should consult
the site to access this information. Details regarding the
operations of Trisura Group are also set forth in regulatory
filings. A copy of the filings may be obtained on Trisura Group’s
SEDAR profile at www.sedar.com.
For further information, please
contact:Name: Bryan SinclairTel: 416 607 2135Email:
bryan.sinclair@trisura.com
Cautionary Statement Regarding Forward-Looking
Statements and Information
Note: This news release contains
“forward-looking information” within the meaning of Canadian
provincial securities laws and “forward-looking statements” within
the meaning of applicable Canadian securities regulations.
Forward-looking statements include statements that are predictive
in nature, depend upon or refer to future events or conditions,
include statements regarding the operations, business, financial
condition, expected financial results, performance, prospects,
opportunities, priorities, targets, goals, ongoing objectives,
strategies and outlook of the Company and its subsidiaries, as well
as the outlook for North American and international economies for
the current fiscal year and subsequent periods, and include words
such as “expects,” “likely,” “anticipates,” “plans,” “believes,”
“estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts”
or negative versions thereof and other similar expressions, or
future or conditional verbs such as “may,” “will,” “should,”
“would” and “could”.
Although we believe that our anticipated future
results, performance or achievements expressed or implied by the
forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not
place undue reliance on forward-looking statements and information
because they involve known and unknown risks, uncertainties and
other factors, many of which are beyond our control, which may
cause the actual results, performance or achievements of our
Company to differ materially from anticipated future results,
performance or achievement expressed or implied by such
forward-looking statements and information.
Factors that could cause actual results to
differ materially from those contemplated or implied by
forward-looking statements include, but are not limited to:
developments related to COVID-19, including the impact of COVID-19
on the economy and global financial markets; the impact or
unanticipated impact of general economic, political and market
factors in the countries in which we do business; the behaviour of
financial markets, including fluctuations in interest and foreign
exchange rates; global equity and capital markets and the
availability of equity and debt financing and refinancing within
these markets; strategic actions including dispositions; the
ability to complete and effectively integrate acquisitions into
existing operations and the ability to attain expected benefits;
changes in accounting policies and methods used to report financial
condition (including uncertainties associated with critical
accounting assumptions and estimates); the ability to appropriately
manage human capital; the effect of applying future accounting
changes; business competition; operational and reputational risks;
technological change; changes in government regulation and
legislation within the countries in which we operate; governmental
investigations; litigation; changes in tax laws; changes in capital
requirements; changes in reinsurance arrangements; ability to
collect amounts owed; catastrophic events, such as earthquakes,
hurricanes or pandemics; the possible impact of international
conflicts and other developments including terrorist acts and
cyberterrorism; and other risks and factors detailed from time to
time in our documents filed with securities regulators in
Canada.
We caution that the foregoing list of important
factors that may affect future results is not exhaustive. When
relying on our forward-looking statements, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Except as required by law,
Trisura Group Ltd. undertakes no obligation to publicly update or
revise any forward-looking statements or information, whether
written or oral, that may be as a result of new information, future
events or otherwise.
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