Not for distribution to U.S. news wire services or dissemination in the United States.
- Consistent execution of growth strategies in Canada and U.S. generating strong organic growth
- Growth exceeded plan in Q2 with U.S. gross premiums written expected to be $425M – $450M (>90% growth from Q2 2021)
Toronto, July 7, 2022 – 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 https://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 Sinclair
Tel: 416 607 2135
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.