TORONTO, ONTARIO–(Marketwired – June 22, 2017) – Trisura Group Ltd. (“Trisura”) (TSX:TSU) today announced the completion of its spinoff from Brookfield Asset Management Inc. (“Brookfield”) (TSX:BAM.A)(NYSE:BAM)(EURONEXT:BAMA). Trisura, a leading international specialty insurance provider operating in the surety, risk solutions, corporate insurance and reinsurance segments of the market, is expected to commence regular-way trading on the Toronto Stock Exchange (“TSX”) at market open today under the symbol “TSU”.
“The spinoff of Trisura from Brookfield is an important milestone in our development and we look forward to executing our business plan as a standalone public company,” said Greg Morrison, CEO of Trisura.
The spinoff was effected by way of a special dividend of common shares of Trisura (“Trisura Shares”) to holders of Brookfield’s Class A and B limited voting shares (“Brookfield Shares”). Each holder of Brookfield Shares received one Trisura Share for every 170 Brookfield Shares held. Shareholders of Brookfield now own approximately 5.8 million Trisura Shares, or a 100% interest in Trisura. Brookfield no longer has any ownership interest in Trisura.
Brookfield shareholders will receive a cash payment in lieu of any fractional interests in Trisura Shares. Brookfield will use the volume-weighted average of the regular-way trading price of Trisura Shares on the TSX for the five trading days immediately following the spinoff (June 22nd thru June 28th) to determine the value of Trisura Shares for the purpose of calculating the cash payable in lieu of any fractional interests.
Prior to completion of the spinoff, Trisura acquired from Brookfield certain specialty insurance operations, including Brookfield’s 60% interest in Trisura Guarantee Insurance Company, a Canadian-based specialty commercial, general liability insurance company, and Brookfield’s 100% interest in Trisura International Insurance Company, a Barbados-based reinsurance company.
In order to satisfy Canadian withholding tax and U.S. “backup” withholding tax obligations on the special dividend, a portion of the Trisura Shares otherwise distributable to non-Canadian investors will be withheld from registered shareholders. For non-Canadian beneficial owners of Brookfield Shares registered in the name of a broker or other intermediary, these withholding tax obligations will be satisfied in the ordinary course through arrangements with the broker or intermediary. Beneficial owners should consult their brokers to determine how the withholding tax obligations will be satisfied for their Trisura Shares and on any questions they may have regarding fractional Trisura Shares.
Further details regarding the operations of Trisura are set forth in regulatory filings. A copy of the filings may be obtained on Trisura’s SEDAR profile at www.sedar.com.
Forward-Looking Statements
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. The words “expects” and derivations thereof and other expressions that are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements.
Forward-looking statements in this news release include statements with respect to the spinoff of Trisura and its listing on the Toronto Stock Exchange. Although Trisura believes that such 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 as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Trisura to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions in the countries in which we do business; the behaviour of financial markets, including fluctuations in interest and exchange rates; availability of equity and debt financing; and other risks and factors detailed in Trisura’s Prospectus and U.S. Information Statement filed with securities regulators in Canada on May 12, 2017.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to Trisura investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, Trisura 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.
Chief Financial Officer
(416) 359-7864
allen.taylor@brookfield.com