TORONTO, ONTARIO--(Marketwired - Jan. 23, 2017) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWS WIRE SERVICES
Crosswinds Holdings Inc. (TSX:CWI) ("Crosswinds" or the "Company") is pleased to announce that it will be offering rights (the "Rights Offering") to holders of its common shares ("Common Shares") of record at the close of business on January 30, 2017 (the "Record Date").
Pursuant to the Rights Offering, each holder of Common Shares will receive one transferable right (a "Right") for each Common Share held. Each Right will entitle a holder to purchase one Common Share at a price of $1.25 (the "Subscription Price"). The Subscription Price is equal to approximately a 48.7% discount to the market price of the Common Shares on the Toronto Stock Exchange (the "TSX") for the 20 trading days immediately preceding the date hereof. A maximum of 5,304,007 Common Shares will be issued pursuant to the Rights Offering, representing 100% of the currently issued and outstanding Common Shares. The Rights Offering will be conducted in Canada only and in those jurisdictions and to those subscribers where Crosswinds may lawfully offer the Rights.
A Rights Offering notice (the "Notice"), together with a Rights certificate, will be mailed to registered holders of Common Shares as of the Record Date. Full details of the Rights Offering, including information regarding the distributions of the Rights and the procedures to be followed, are included in the Rights Offering circular, which will be filed today, together with the Notice, under Crosswinds' profile on SEDAR at www.sedar.com. The information set forth herein, including with respect to subscription procedures and exercise is, in all instances, subject to the terms and conditions set forth in such Rights Offering circular and the Notice.
To subscribe for Common Shares, a completed Rights certificate, together with payment in full of the Subscription Price for each Common Share subscribed for, must be received by the subscription agent for the Rights Offering, Computershare Investor Services Inc., prior to the expiry of the Rights at 4:00 p.m. (Toronto time) on February 28, 2017.
Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
The Rights and the Common Shares issuable upon exercise of the Rights will be listed on the TSX. The Rights will be listed for trading on the TSX beginning on January 26, 2017 under the symbol "CWI.RT". Trading in the Rights on the TSX will cease at 12:00 p.m. (Toronto time) on February 28, 2017.
The Rights Offering will include an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe pro rata for additional Common Shares, if available, that were not otherwise subscribed for in the Rights Offering.
The estimated net proceeds of the Rights Offering, assuming full exercise of the Rights and after deducting expenses, will be approximately $6.5 million. The estimated net proceeds of the Rights Offering will be used for general working capital purposes, to fund Crosswinds' reinsurance subsidiary, Crosswinds Re, and to explore InsurTech opportunities.
The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state of the "United States" (as defined in Regulation S under the U.S. Securities Act). This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities within the United States, and securities may not be offered or sold in or into the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or pursuant to an exemption from such registration requirements as described in the Rights offering circular. "United States" and "U.S. persons" are as defined in Regulation S under the 1933 Act.
Crosswinds Holdings Inc.
Crosswinds is a publicly traded private equity firm and asset manager targeting strategic and opportunistic investments in the financial services sector with a particular focus on the insurance industry.
Caution Regarding Forward-Looking Information
This release includes certain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue" or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should be made to the risk factors in the Company's 2015 Annual Information Form, in the Management's Discussion and Analysis and in our other filings with Canadian securities regulators. Additional important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, interest rates, tax related matters, loss of personnel, reliance on key personnel, ability of the Company to generate positive future returns for investors, ability of the Company to execute its strategies from time to time; and the receipt of any regulatory approvals or consents required from time to time. There can be no certainty that the Rights Offering will be completed on the terms described herein or at all.