TORONTO, Nov. 26, 2021 /CNW/ - ICPEI Holdings
Inc. (the "Company") (TSXV: ICPH) is pleased to
announce that it intends to complete a non-brokered private
placement financing of up to $850,000
(the "Private Placement"). The Private Placement will consist of
the sale of up to 440,415 common shares of the Company ("Shares")
at a price of $1.93 per Share.
The proceeds of the Private Placement will be used as reserve
for capital injection into its subsidiary, The Insurance Company of
Prince Edward Island ("ICPEI").
ICPEI is going through rapid growth which it aims to continue while
increasing its commercial underwriting capacity in the coming year.
As a result, additional capital may be required by the insurance
regulator.
The Shares issued pursuant to the Private Placement will be
subject to a hold period of four (4) months and one day from the
date of closing of the Private Placement. In addition, the Private
Placement is subject to the approval of the TSX Venture
Exchange.
The Private Placement will constitute a "related party
transaction" as such term is defined by Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), given that certain insider
of the Company has indicated their intention to subscribe for
Shares under the Private Placement. On closing of the Private
Placement, it is expected that certain insider will subscribe for
an aggregate of $100,000 of Shares.
The Company is relying on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101, given that the fair
market value of the participation in the Private Placement by
certain insider does not exceed 25% of the market capitalization of
the Company, as determined in accordance with MI 61-101. The
Private Placement has been approved by the independent directors of
the Company.
About ICPEI Holdings Inc.
The Company, founded in 1998, operates in the Canadian property
and casualty insurance industry through its wholly owned
subsidiary, The Insurance Company of Prince Edward Island (ICPEI). ICPEI provides
commercial and personal lines insurance products exclusively
through the broker channel. The Company trades on the TSX Venture
Exchange under the symbol ICPH.
Forward-looking Information
This news release contains forward-looking information based on
current expectations. This information includes, but is not limited
to, statements about the targets, ongoing objectives, strategies,
timelines for completing the Private Placement, amounts to be
raised pursuant to the Private Placement and outlook of the Company
. These statements, which appear in this press release generally
can be identified by the use of forward-looking words such as
"may", "will", "expect", "intend", "estimate", "anticipate",
"believe", "plan", "would", "should", "could", "trend", "predict",
"likely", "potential" or "continue" or the negative thereof and
similar variations.
This information is based upon certain material factors or
assumptions that were applied in drawing a conclusion or making a
projection as reflected in the forward-looking information. By its
nature, this information is subject to inherent risks and
uncertainties that may be general or specific. A variety of
material factors, many of which are beyond the Company's control,
affect the operations, performance and results of its business and
could cause actual results to differ materially from the
expectations expressed in any of this forward-looking
information.
For further information: please visit www.icpeiholdings.ca
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE ICPEI Holdings Inc.