TORONTO, Jan. 4, 2022 /CNW/ - ICPEI Holdings
Inc. (the "Company") (TSXV: ICPH) is pleased to
announce, further to the Company's news release dated November 26, 2021, that it has closed its
non-brokered private placement (the "Private Placement") for gross
proceeds of $850,000 raised through
the sale of 440,415 common shares of the Company ("Shares") at a
price of $1.93 per Share.
Proceeds from the financing will allow the Company to inject
capital into its subsidiary The Insurance Company of Prince Edward Island ("ICPEI"). ICPEI is going
through rapid growth, which it aims to continue while increasing
its commercial underwriting capacity. Consequently, additional
capital may be required by the insurance regulator. The Shares
issued pursuant to the Private Placement are subject to a
four-month-and-one-day hold period ending on May 5, 2022. The Private Placement has received
conditional approval from the TSX Venture Exchange and is subject
to final approval by the TSX Venture Exchange.
The Private Placement is a "related party transaction" as such
term is defined by Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI 61-101"),
given that certain insider of the Company has subscribed for an
aggregate of $100,000 of Shares. The
Company is relying on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101, given that the fair
market value of the participation in the Private Placement by
certain insider does not exceed 25% of the market capitalization of
the Company, as determined in accordance with MI 61-101. The
Private Placement was approved by the independent directors of the
The Company also announces that its Board of Directors has
approved the grant of an aggregate of 177,000 restricted share
units ("RSUs") to its CEO, as his employment contract was renewed
effective January 1, 2022. Each RSU
is exercisable into one common share of the Company upon vesting.
The RSUs will vest upon a change in control of either ICPEI
Holdings or The Insurance Company of Prince Edward Island (ICPEI), the wholly owned
subsidiary of the Company.
About ICPEI Holdings Inc.
The Company, founded in 1998, operates in the Canadian property
and casualty insurance industry through its wholly owned subsidiary
The Insurance Company of Prince Edward
Island (ICPEI). ICPEI provides commercial and personal lines
of insurance products exclusively through the broker channel. The
Company trades on the TSX Venture Exchange under the symbol
This news release contains forward-looking information based on
current expectations. This information includes, but is not limited
to, statements about the operations, business, financial condition,
priorities, targets, ongoing objectives, strategies, litigation
outcomes and outlook of the Company. These statements, which appear
in this press release generally, can be identified by the use of
forward-looking words such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," "plan," "would," "should,"
"could," "trend," "predict," "likely," "potential" or "continue,"
or the negative thereof and similar variations.
This information is based upon certain material factors or
assumptions that were applied in drawing a conclusion or making a
projection as reflected in the forward-looking information. By its
nature, this information is subject to inherent risks and
uncertainties that may be general or specific. A variety of
material factors, many of which are beyond the Company's control,
affect the operations, performance and results of its business and
could cause actual results to differ materially from the
expectations expressed in any of this forward-looking
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
SOURCE ICPEI Holdings Inc.