Wilmington Announces Proposed Reduction in Stated Capital and Return of Capital

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.

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.

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.