Wilmington Announces Proposed Reduction in Stated Capital and Return of Capital

Wilmington Announces Proposed Reduction in Stated Capital and Return of Capital

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CALGARY, Alberta, April 01, 2024 (GLOBE NEWSWIRE) — Wilmington Capital Management Inc. (“Wilmington” or the “Corporation”) today announces that it will seek shareholder approval to reduce the stated capital associated with its Class A and Class B shares at its upcoming May 6, 2024 annual general and special meeting of shareholders (the “Meeting”). At the Meeting, the Corporation will seek approval to reduce the stated capital associated with: (i) the Class A shares by approximately $14,160,226 (the “Class A Reduction“); and (ii) the Class B shares by approximately $1,117,370 (the “Class B Reduction”). The Class A Reduction, together with the Class B Reduction (collectively, the “Reduction in Stated Capital”), will result in an aggregate reduction in stated capital of approximately $15,277,596.

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If approved, the Class A Reduction will be distributed to Class A shareholders as a return of capital in an amount equal to $1.25 per Class A share (the “Class A Return”), and the Class B Reduction will be distributed to Class B shareholders as a return of capital in an amount equal to $1.12 per Class B share (the “Class B Return”, collectively with the Class A Return, the “Return of Capital”). The Corporation has determined that it is necessary and desirable to effect the Return of Capital as partial payment for the Corporation’s previously announced special dividend of $2.75 per share (the “Special Dividend”). The portion of the Special Dividend not paid by way of the Return of Capital will be paid in cash in an amount of $1.50 and $1.63 per Class A share and Class B share, respectively. Regardless of whether the Reduction in Stated Capital is approved, shareholders will receive $2.75 per share; however, approval of the Reduction in Stated Capital and the corresponding payment of the Class A Return and the Class B Return as a return of capital is expected to be preferred by shareholders.

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The Corporation’s Board of Directors has unanimously determined that the Return of Capital is in the best interests of the Corporation. All directors, either directly or through their holding company, representing approximately 64% of the issued and outstanding Class A shares and 77% of the Class B shares, have entered into voting support agreements with the Corporation in support of the Return of Capital and will be voting IN FAVOUR of the Return of Capital at the Meeting.

The payment of the Special Dividend is not conditional on any event, including the shareholder approval described above.

About
Wilmington

Wilmington is a Canadian asset management company whose principal objective is to seek out investment opportunities in the alternative asset classes that 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 manages these assets through operating entities.

WILMINGTON
CAPITAL
MANAGEMENT
INC.

For further information, please contact:
Executive Officers
(403) 705-8038

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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 anticipated partial payment of the Special Dividend by way of Return of Capital and matters to be considered at the Meeting.

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: regulatory issues that may arise in connection with the proposed dividend payment timing and failure to obtain the requisite level of shareholder support for the proposed Reduction in Stated Capital. 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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