/NOT FOR DISTRIBUTION TO UNITED
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THE UNITED
STATES/
TORONTO, Sept. 4, 2019 /CNW/ - Trisura Group Ltd.
("Trisura", "Trisura Group" 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 Cormark Securities Inc. and BMO Capital Markets
(collectively, the "Underwriters") pursuant to which the
Underwriters have agreed to purchase, on a bought deal public
offering basis, 1,516,000 common shares of the Company (the "Common
Shares"), at a price of $26.40 per
Common Share (the "Offering Price") representing gross proceeds of
approximately $40,022,400 (the
"Offering"). Concurrently with the closing of the Offering, the
Company will offer up to 455,000 common shares of the Company in a
private placement at the Offering Price, for additional gross
proceeds of up to $12,012,000 (the
"Private Placement") with Trisura's principal shareholder, Partners
Value Investments LP, subscribing for not less than its pro rata
ownership position, or approximately $10,000,000 of the gross proceeds of the Private
Placement. Closing of the Offering and the Private Placement will
be conditional on each other.
In addition, 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, for market stabilization purposes and to cover
over-allotments, if any.
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
and further improving asset liability matching in the Company's
reinsurance business.
David Clare, Trisura's President
and CEO, noted that "since the end of Q2 we have experienced
continued momentum in our growing U.S. business. Our team achieved
its highest monthly premiums written, and continued to win
signficant new business. The recently announced acquisition of
21st Century Preferred will provide access to additional
markets and support this exciting trajectory. This financing will
support enhanced growth in the U.S. to complement strong results in
Canada. We continue to improve our
asset liability matching in our reinsurance group in the context of
a challenging environment for European interest rates. If rates are
consistent at these levels, we expect a negative non-cash impact
from Trisura International Insurance Ltd. in Q3, which could result
in a non-cash net loss for Trisura Group for Q3. A portion of the
proceeds of this transaction will be used to materially augment our
existing asset liability matching to achieve our risk management
goals in this business segment."
Closing of the Offering and the Private Placement is expected to
occur on or about September 24, 2019,
subject to certain customary conditions, including approval of the
Toronto Stock Exchange.
The Common Shares to be issued under the Offering will be
offered by way of a short form prospectus to be filed in each of
the Provinces 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.
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 registration or
qualification under the securities laws of any such jurisdiction.
This press release does not constitute an offer of securities for
sale in the United States. The
securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold within
the United States absent
registration under U.S. federal and state securities laws or an
applicable exemption from such U.S. registration requirements.
ABOUT TRISURA GROUP LTD.
Trisura Group Ltd. is an international specialty insurance
holding company operating in the surety, risk solutions, corporate
insurance and reinsurance segments of the market. Trisura has three
principal regulated subsidiaries: Trisura Guarantee Insurance
Company in Canada, Trisura
Specialty Insurance Company in the U.S. 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. 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.
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, including statements
regarding the anticipated acquisition of 21st Century
Preferred (which remains subject to regulatory approval), the
intended use of proceeds from the Offering and the Private
Placement, and the expected closing date of the Offering and the
Private Placement. 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 Trisura Group, 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," "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 Trisura
Group 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: the impact or unanticipated impact
of general economic, political and market factors in the countries
in which we do business; the behavior 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; ability to collect amounts owed; catastrophic
events, such as earthquakes and hurricanes; the possible impact of
international conflicts and other developments including terrorist
acts and cyber terrorism; and other risks and factors detailed from
time to time in our documents filed with the 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
undertakes no obligation to publicly update or revise any
forwardlooking statements or information, whether written or oral,
that may be as a result of new information, future events or
otherwise.
SOURCE Trisura Group Ltd.