Trisura Group Ltd. (“Trisura”, or the “Company”) (TSX:TSU), a
leading specialty insurance 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, 4,070,000 common
shares (the “Common Shares”) of the Company, at a price
of $33.25 per Common Share (the “Offering Price”) for gross
proceeds of approximately $135 million (the “Offering”).
“Our business continues to perform well and Q2
results exhibit particularly strong growth,” said David Clare,
President and CEO. “The significant and consistent growth is
expected to support profitability over the long term, particularly
in our U.S. fee-based business. Additional capital will position
Trisura to support the premium base that has already been
generated, and to pursue new avenues of growth.”
The Company intends to use the net proceeds of
the Offering for general corporate purposes including, but not
limited to, supporting growth of the platform in both Canada and
the U.S. Growth exceeded plan in the second quarter, with gross
premium written expected to be $600 - $635 million, $425 - $450
million of which relates to U.S. fronting, up from $364 million and
$221 million in Q2 2021, respectively. Growth in the U.S. has been
driven by maturation of existing programs and supplemented by new
program additions.
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.
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 is expected to occur on
or about July 14, 2022, 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 United States 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 a specialty insurance provider operating in the
surety, risk solutions, corporate insurance, fronting and
reinsurance segments of the market. Trisura has investments in
wholly owned subsidiaries through which it conducts insurance and
reinsurance operations. Those operations are primarily in Canada
and the United States. Trisura Group Ltd. 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, the
outlook for North American and international economies for the
current fiscal year and subsequent periods, the Company’s expected
premiums in Q2 2022, the expected timing and closing of the
Offering, the issuance of the Common Shares, the intended use of
proceeds of the Offering 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. Readers should note
that the Company’s expected premiums in Q2 2022 contained in this
news release are preliminary estimates, have not been reviewed or
audited, and are subject to change as our financial results for Q2
are not finalized. These preliminary estimates are based on
currently available information and a number of assumptions and
remain subject to completion of our financial closing procedures,
which are not yet complete and, as a result, our actual results
could be materially different than the estimates set forth herein.
These estimates should not be viewed as a substitute for our Q2
2022 consolidated financial statements prepared in accordance with
International Financial Reporting Standards.
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, the
Company 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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