Wilmington Announces Proposed Reduction in Stated Capital and Return of Capital
01 Aprile 2024 - 11:36PM
Wilmington Capital Management Inc. (“Wilmington” or the
“Corporation”) today announces that it will seek shareholder
approval to reduce the stated capital associated with its Class A
and Class B shares at its upcoming May 6, 2024 annual general and
special meeting of shareholders (the “
Meeting”).
At the Meeting, the Corporation will seek approval to reduce the
stated capital associated with: (i) the Class A shares by
approximately $14,160,226 (the “
Class A
Reduction"); and (ii) the Class B shares by approximately
$1,117,370 (the “
Class B Reduction”). The Class A
Reduction, together with the Class B Reduction (collectively, the
“
Reduction in Stated Capital”), will result in an
aggregate reduction in stated capital of approximately $15,277,596.
If approved, the Class A Reduction will be
distributed to Class A shareholders as a return of capital in an
amount equal to $1.25 per Class A share (the “Class A
Return”), and the Class B Reduction will be distributed to
Class B shareholders as a return of capital in an amount equal to
$1.12 per Class B share (the “Class B Return”,
collectively with the Class A Return, the “Return of
Capital”). The Corporation has determined that it is
necessary and desirable to effect the Return of Capital as partial
payment for the Corporation’s previously announced special dividend
of $2.75 per share (the “Special Dividend”). The
portion of the Special Dividend not paid by way of the Return of
Capital will be paid in cash in an amount of $1.50 and $1.63 per
Class A share and Class B share, respectively. Regardless of
whether the Reduction in Stated Capital is approved, shareholders
will receive $2.75 per share; however, approval of the Reduction in
Stated Capital and the corresponding payment of the Class A Return
and the Class B Return as a return of capital is expected to be
preferred by shareholders.
The Corporation’s Board of Directors has
unanimously determined that the Return of Capital is in the best
interests of the Corporation. All directors, either directly or
through their holding company, representing approximately 64% of
the issued and outstanding Class A shares and 77% of the Class B
shares, have entered into voting support agreements with the
Corporation in support of the Return of Capital and will be voting
IN FAVOUR of the Return of Capital at the Meeting.
The payment of the Special Dividend is not
conditional on any event, including the shareholder approval
described above.
About
Wilmington
Wilmington is a Canadian asset management
company whose principal objective is to seek out investment
opportunities in the alternative asset classes that provide
shareholders with capital appreciation over the longer term as
opposed to current income returns. Wilmington invests its own
capital, alongside partners and co-investors, in hard assets and
manages these assets through operating entities.
WILMINGTON
CAPITAL MANAGEMENT
INC.
For further information, please contact:Executive Officers(403)
705-8038
STATEMENT
REGARDING FORWARD-LOOKING
STATEMENTS
This news release contains forward-looking
statements. Forward-looking statements that are predictive in
nature, depend upon or refer to future events or conditions,
include statements regarding the operations, business, financial
conditions, expected financial results, performance, opportunities,
priorities, ongoing objectives, strategies and outlook of the
Corporation and its investee entities and contain words such as
“anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”,
“seek”, or similar expressions and statements relating to matters
that are not historical facts constitute “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Forward-looking statements contained in this news
release include statements regarding the anticipated partial
payment of the Special Dividend by way of Return of Capital and
matters to be considered at the Meeting.
Forward-looking statements are subject to a
variety of risks and uncertainties that could cause actual events
or results to materially differ from those reflected in the
forward-looking statements. These risks and uncertainties include
but are not limited to: regulatory issues that may arise in
connection with the proposed dividend payment timing and failure to
obtain the requisite level of shareholder support for the proposed
Reduction in Stated Capital. There can be no assurance that
forward-looking statement will prove to be accurate, and actual
results and future events could differ materially from those
anticipated in such statements. The Corporation undertakes no
obligation to update forward-looking statements if circumstances or
management’s estimates or opinions should change except as required
by applicable Canadian securities laws. The reader is cautioned not
to place undue reliance on forward-looking statements.
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