All Matters Approved at Western’s Annual General and Special Meeting
CALGARY, Alberta, Dec. 09, 2024 (GLOBE NEWSWIRE) -- The Western Investment Company of Canada Limited (TSXV: WI) ("Western" or "WICC"), today announced that all motions passed at its Annual General and Special Meeting of Shareholders that took place on December 6, 2024 (the “Meeting”), and that the series of transactions announced on August 30, 2024 have been completed. In aggregate, these developments will shift Western’s focus to a property and casualty insurance and investment holding company. Unless otherwise indicated, financial figures are expressed in Canadian dollars.
Highlights:
- The over-subscribed private placement announced on August 30, 2024, and upsized on September 26, 2024 to $25 million with an additional $5 million over-allotment, closed for aggregate gross proceeds of $28.9 million (with an additional $1.1 million to close on or before December 31, 2024).
- Companies affiliated with Tevir Capital Corp. (“Tevir”) and Paul Rivett, invested $5 million as part of the private placement.
- Western’s Board of Directors has been refreshed with leading figures from Canada’s property and casualty insurance industry including Trisura’s previous CEO and director, Greg Morrison, who has a track record of success spanning more than 40 years.
- Western’s Board of Directors has appointed Paul Rivett as President and Chief Executive Officer.
- 15.7 million rights were exercised in the rights offering announced on October 7, 2024, resulting in proceeds of $6.3 million.
- All matters presented at Western’s Annual General and Special Meeting were approved.
- The acquisition of the remaining shares in Fortress Insurance Company (“Fortress”) is expected to close on December 31, 2024.
“We have been working diligently over the past year to combine the insurance expertise at Western and Fortress with the value investing philosophy at Tevir,” said Paul Rivett, President and Chief Executive Officer of Western. “The series of transactions that have taken place since August 30 have culminated in bringing together these two teams with a common long-term goal to compound Western’s book value per share over the long term.”
$36 Million in New Investment
On August 30, 2024 WICC announced a private placement of units (“Units”) that was subsequently upsized on September 26, 2024 to $25 million, with an additional $5 million over-allotment at Western’s option, for aggregate gross proceeds of $30 million (the “Private Placement”). On October 7, 2024 Western announced a rights offering (the "Rights Offering"). Western raised $36 million in proceeds through the Private Placement and the Rights Offering, and attracted high quality long-term investors including Thermo Companies.
“Thermo looks to build long term value through interesting investment opportunities with strong partners. We believe we have found such an opportunity with Western and Fortress Insurance. The team that Paul and Scott have assembled both at the management and board level is incredibly compelling, and one of the reasons we have made an investment in Westernand Fortress,” said Kyle Pickens, Partner at Thermo Companies. “Shafeen Mawani has impressed, delivering triple digit growth at Fortress, and we believe he will benefit greatly by working closely with Paul, leveraging his experience and track record of success in insurance and investments.”
WICC has substantially completed the Private Placement, issuing 72,250,000 Units for gross proceeds of $28.9 million. $1.1 million of the aggregate total of $30 million remains outstanding and will be closed on or before December 31, 2024. Cormark Securities Inc. and Raymond James Ltd. acted as advisors in relation to the Private Placement.
Each Unit of the Private Placement consisted of one common share in WICC (“Common Share”) and one warrant to purchase a Common Share (each a “Warrant“), with each Warrant exercisable to purchase one additional Common Share for a period of five years from today’s date at an exercise price of $0.47 per share. The Common Shares and Warrants issued in the Private Placement are subject to a 4-month hold period starting today. See "Legal Disclaimers regarding Private Placement" below for further information.
The proceeds from the Private Placement and the Rights Offering are expected to be used towards: (i) the acquisitions of new portfolio companies in the insurance sector; (ii) general and administrative expenses; (iii) capital expenditures, including increasing its interest in Fortress Insurance Company to 100% as previously announced; and (iv) unallocated capital to be available for future growth.
Board of Directors Refreshed with P&C Insurance Leaders
Many of the nominees for Western’s new Board of Directors are key figures from Canada’s property and casualty insurance industry, and they were all successfully voted in by Western’s shareholders at the Meeting.
“Western has been able to attract a team of experienced leaders from Canada’s property and casualty insurance industry to refresh its Board. In addition to Paul Rivett’s strong background, Greg Morrison, Trisura’s previous CEO and director, brings to bear a track record of success spanning more than 40 years,” said Scott Tannas, Chairman of Western’s Board. “We are very much looking forward to Western’s story unfolding as this management team and Board look to replicate and surmount the success they have already enjoyed to date.”
Western's new Board of Directors consists of: Paul Rivett, Naim Ali, Robert Cihra, Dr. Kabir Jivraj, Greg Morrison, Kyle Pickens, Sharon Ranson and Scott Tannas (as Chairman).
Closing of Transaction with Tevir Capital
In conjunction with closing the Private Placement, Western completed its transaction with Tevir under the investment agreement announced on August 30, 2024. In addition to the appointment of Paul Rivett as CEO and the investment of $5 million in the Private Placement by affiliates of Tevir, Western entered into a number of agreements with Tevir, including an investment management agreement, a management services agreement and an investor rights agreement as described further in Western's August 30, 2024 press release.
Legal Disclaimers Regarding Private Placement
Insiders of Western subscribed for 625,000 Units issued under the Private Placement. The insider participation in the Private Placement is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions("MI 61-101"). Western is relying on the exemptions from the formal valuation requirement and the minority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the consideration for the Private Placement, insofar as it involves the investing insiders, exceeds 25 percent of Western's market capitalization.
The Private Placement remains subject to the final approval of the TSX Venture Exchange.
About The Western Investment Company of Canada Limited
Western is a unique publicly traded, private equity company founded by a group of successful Western Canadian businesspeople, and dedicated to building and maintaining ownership in successful Western Canadian companies, and helping them to grow. Western's shares are traded on the TSX Venture Exchange under the symbol WI.
For more information on Western, please visit its website at www.winv.ca.
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CONTACT INFORMATION - The Western Investment Company of Canada Limited
Stacey Cross, Chief Financial Officer (scross@winv.ca)
Advisories
This document contains forward-looking statements. More particularly, this document contains statements concerning: the anticipated use of proceeds of the Private Placement and Rights Offering, the anticipated timing for completing the purchase of the remaining shares of Fortress and the remaining $1.1 million allocated under the Private Placement, the potential for a future consolidation of the Common Shares, and the future strategy and focus for Western. Readers are cautioned that the foregoing list of factors should not be construed as exhaustive.
The forward-looking statements are based on certain key expectations and assumptions made by Western, including expectations and assumptions concerning the ability of Western to successfully implement its strategic plans and initiatives.
Although Western believes that the expectations and assumptions on which the forward-looking statements made by Western are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the ability of management to execute its business strategy, and the impact of general economic conditions in Canada and the United States. A description of additional assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Western's disclosure documents on the SEDAR+ website at www.sedarplus.ca.
The forward-looking statements contained in this news release are made as of the date hereof and Western undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This news release is not an offer of the securities for sale in the United States. The securities described in this news release have not been registered under the United Securities Act of 1933 or under any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933) absent registration or an exemption from registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which where such offer, solicitation or sale would be unlawful.
"Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
