Crosswinds Announces Implementation of Monetization Event and Redemption Date

TORONTO, Oct. 19, 2018 (GLOBE NEWSWIRE) -- Crosswinds Holdings Inc. (“Crosswinds” or the “Company”) (TSX: CWI) announced today that it will implement certain steps of the previously announced plan of arrangement (the “Plan of Arrangement”) to effectively distribute its available capital (less a reasonable reserve for liabilities and contingencies) to shareholders. The Plan of Arrangement was approved by the Court of Queen’s Bench of Alberta pursuant to a final order on September 17, 2018 and by the Company’s shareholders at a special meeting held on September 12, 2018.

On October 29, 2018 (the “Redemption Date”), the Company intends to complete the following steps of the Plan of Arrangement: (a) a split of the Company’s issued and outstanding common shares (the “Shares”) on a twenty-for-one (20-1) basis (the “Share Split”), and (b) the redemption and immediate cancellation of 95% of the Shares held following the Share Split (the “Initial Redemption”) and payment, in satisfaction thereof, of CAD $0.09573 for each post-split Share redeemed (the “Redemption Price”).

In accordance with the Plan of Arrangement, for each Share held prior to the Share Split, shareholders of Crosswinds will receive the Redemption Price (which is equal to $1.8189 on a pre-Share Split basis) and a new share certificate representing one post-Share Split Share which will be continue to be held by CDS Clearing and Depository Services Inc. (“CDS”).

Since the Shares trade in the book-entry only system of CDS and no individual certificates of the Company have been issued, shareholders need not take any action with respect to the Share Split or Initial Redemption other than to contact their financial institution, broker or other intermediary through which they hold the Shares if they wish to receive the Redemption Price in US dollars. Unless otherwise communicated to CDS, the Redemption Price will be paid in Canadian dollars. Shareholders should receive the Redemption Price in their brokerage accounts on the Redemption Date. 

Following the Redemption Date, the Company may no longer be able to meet the listing requirements of the Toronto Stock Exchange and may become subject to a delisting review.  

The remaining steps of the Plan of Arrangement, including the possible dissolution of the Company and payment to shareholders of any net cash remaining in the Company at the time of the dissolution,  will occur subsequently at a time determined by the Company’s board of directors, in the absence of the occurrence of an intervening transaction.  A further announcement will be made prior to the implementation of the dissolution.

Crosswinds Holdings Inc.

Crosswinds is a publicly traded private equity firm and asset manager that has been targeting strategic and opportunistic investments in the financial services sector with a particular focus on the insurance industry.

More information

J. Roy Pottle
Tel:  1-508-344-2640
[email protected]
www.crosswindsinc.com

Caution Regarding Forward-Looking Information
This release includes certain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue” or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should be made to the risk factors in the Company’s most recent Annual Information Form, in the Management’s Discussion and Analysis for the year ended December 31, 2017 and in our other filings with Canadian securities regulators. Additional important factors that could cause actual results to differ materially from expectations include, among other things, receipt of shareholder approval, receipt of final order approving the plan of arrangement, timing and ability to maintain continued listing on the TSX or an alternate exchange, timing for implementing the arrangement or any component thereof, actual amount of liabilities and the redemption amount, unforeseen circumstances that could condition or delay the implementation of elements of the arrangement, outcome of assessment of any new alternatives available to the Company, general economic and market factors, tax related matters, loss of personnel, reliance on key personnel, the ability of the Company to execute its strategies from time to time; the receipt of any regulatory approvals or consents required from time to time.