CALGARY, Alberta, July 04, 2024 (GLOBE NEWSWIRE) — Wilmington Capital Management Inc. (“Wilmington” or the “Corporation”), as the sole limited partner of the Bow City 2 Limited Partnership (“Bow City Seton”), is pleased to announce the concurrent execution of two purchase and sale agreements (collectively, the “Sale Agreement”) pursuant to which Bow City Seton and the Corporation intend to sell a 2.21-acre and a 1.18-acre parcel of land in Calgary, Alberta (the “Lands”) held by Bow City Seton to a joint venture comprised of Rosebridge Capital Corp. Inc., 730295 Alberta Ltd. and certain other arm’s length parties (collectively, the “Purchaser”).
The Corporation had previously planned to construct a 92,000 square foot storage facility and retail complex and a 17-bay car condo upon the Lands (the “Seton Project”). The City of Calgary has approved development and building permits for the Seton Project and a tendering process for construction of the Seton Project is substantially complete. The Sale Agreement sets forth, among other things, the terms and conditions upon which Bow City Seton proposes to sell the Lands to the Purchaser (the “Transaction”) for total cash consideration of $6,220,650 plus all payments, outlays and expenses incurred by Bow City Seton in connection with the development and construction of the Seton Project, plus applicable taxes (collectively, the “Purchase Price”). As the sole limited partner of Bow City Seton, the Corporation will be the ultimate beneficiary of the Purchase Price. The Transaction is expected to close in the third quarter of 2024.
After due consideration, the Board of Directors of the Corporation, with Directors that are interested parties having declared their conflict and abstained from voting, determined the development of the Seton Project is no longer consistent with the Corporation’s go-forward plan.
The Corporation will seek approval of the Transaction from holders of Class A and Class B shares at an upcoming special shareholders’ meeting that is expected to be held on or about August 7, 2024 (the “Meeting”). Further details regarding the Transaction will be provided in a management information circular distributed in advance of the Meeting.
Related Party Transaction Disclosure
The Transaction involves related parties and interested parties of the Corporation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). As a result, the Transaction is considered to be a “related party transaction”, as such term is defined in MI 61-101. Rosebridge Capital Corp. Inc. (a control person of the Corporation) and 730295 Alberta Ltd. (an entity controlled by Mr. Christopher Killi, a director and officer of the Corporation) are purchasers under the Transaction and are considered “interested parties” within the meaning of MI 61-101. Rosebridge Capital Corp. Inc. is committed to pay 46.5% and 730295 Alberta Ltd. is committed to pay 3.01% of the Purchase Price, as finally determined in accordance with the terms of the Sale Agreement. Mr. Joseph F. Killi, a director and Chairman of the Corporation, is a director of and owns a controlling interest in Rosebridge Capital Corp. Inc. Mr. C. Killi is a director of and owns a controlling interest in 730295 Alberta Ltd.
While MI 61-101 would otherwise subject the Transaction to formal valuation and minority shareholder approval requirements, the Corporation is availing itself of the exemptions applicable under Section 5.5(a) and Section 5.7(a) of MI 61-101, respectively. The facts supporting reliance on the formal valuation exemption stated in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 are as follows: at the time the Transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction, insofar as it involved interested parties, exceeded 25% of the Corporation’s market capitalization.
About Wilmington
Wilmington is a Canadian investment company whose principal objective is to seek out investment opportunities in alternative real estate asset classes, which provide shareholders with capital appreciation over the longer term as opposed to current income returns. Wilmington invests its own capital, alongside partners and co-investors, in hard assets and private equity funds and manages these assets through operating platforms.
WILMINGTON CAPITAL MANAGEMENT INC.
For further information, please contact:
Executive Officers
(403) 705-8038
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements. Forward-looking statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial conditions, expected financial results, performance, opportunities, priorities, ongoing objectives, strategies and outlook of the Corporation and its investee entities and contain words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “seek”, or similar expressions and statements relating to matters that are not historical facts constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking statements contained in this news release include statements regarding the completion and potential timing of closing of the Transaction.
Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to materially differ from those reflected in the forward-looking statements. These risks and uncertainties include but are not limited to: risks related to the failure of all conditions contained in the Sale Agreement to be met. There can be no assurance that forward-looking statement will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable Canadian securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
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