CALGARY, Alberta, Nov. 08, 2019 (GLOBE NEWSWIRE) — Wilmington Capital Management Inc. (TSX:WCM, WCM.B)) (“Wilmington”) today announced that its Board of Directors has declared a dividend in respect of the Class A Non-Voting Shares (the “Class A Shares”) and Class B Voting Shares (the “Class B Shares”), payable on December 17, 2019, to shareholders of record at the close of business on December 5, 2019. The dividend will be 0.25 Class A Shares or, upon proper election by the shareholder, $1.00 cash, for each Class A Share or Class B Share held, subject to applicable withholding taxes for non-Canadian resident shareholders and provided that, if aggregate elections to receive the dividend in cash exceed $5 million, shareholders so electing will receive a pro-rated portion of the dividend in cash and the remainder in Class A Shares. No fractional Class A Shares will be issued. Fractional entitlements of less than 0.5 of a Class A Share will be rounded down to the nearest whole number of Class A Shares and fractional entitlements of 0.5 or more of a Class A Share will be rounded up to the nearest whole number of Class A Shares.
In order to elect to receive the dividend in cash, shareholders otherwise entitled to receive the dividend must submit a completed dividend election form (“Dividend Election Form”) (available through a link on Wilmington’s website at www.wilmingtoncapital.ca and www.SEDAR.com) to Wilmington’s transfer agent, AST Trust Company (“AST”) at its principal offices in Toronto prior to 5:00 pm (Toronto time) on December 11, 2019 (the “Election Deadline”). Shareholders who do not so submit the Dividend Election Form prior to the Election Deadline will receive the dividend in Class A Shares.
Wilmington’s transfer agent, AST, will send registered shareholders a DRS advice representing 0.25 additional Class A Shares or, if properly elected, $1.00 cash for each Class A Share or Class B Share held as of the Record Date, less, in each case, any applicable withholding taxes for non-Canadian resident shareholders. Holders of Class A Shares or Class B Shares who hold their shares in the name of a nominee (i.e. deposited with a securities broker, bank or other institution) will not receive a DRS advice or payment, and instead will need to contact their nominee for further information as to their entitlement to the dividend.
The dividend was designated by Wilmington to be an “eligible dividend” for purposes of the Income Tax Act (Canada) and any similar provincial or territorial legislation. An enhanced dividend tax credit applies to an eligible dividend paid to Canadian resident individuals.
Notice to all Non-Canadian Resident Shareholders
In 2012, the Canada Revenue Agency (“CRA”) changed how the tax withholding rate applied to dividend payments made to non-residents is determined. The CRA now requires a certification of residency from each non-resident shareholder so that the preferred tax treaty rate can be applied where applicable to persons resident in countries which have a tax treaty with Canada. In order to receive the preferred treaty rate, non-Canadian resident shareholders must complete and mail back a completed form NR301. Failure to so will result in AST withholding the statutory 25% withholding tax rate on any payments to registered non-Canadian resident shareholders. The form may be downloaded at www.canada.ca/en/revenue-agency/services/forms-publications/forms/nr301.html. Shareholders who hold their shares through a broker should contact their broker directly. They do not need to return a form to AST. Where a non-Canadian resident shareholder receives the dividend in the form of Class A Shares rather than cash, the withholding tax will be reflected in a reduction in the number of Class A Shares received.
Wilmington is a Canadian investment and asset management company whose principal objective is to seek out investment opportunities in the real estate sector, in the energy sector through private equity funds and in special situations, which provide shareholders with capital appreciation over the longer term as opposed to current income returns. The special dividend is in keeping with Wilmington’s history of rewarding its shareholders when a significant monetization event has occurred.
Cautionary Statement in Forward-Looking Information
Certain of the statements made and information contained herein, other than statements of historical fact and historical information, is “forward-looking information” within the meaning of applicable Canadian securities laws. Such statements include, but are not limited to, payment of the dividend and declaration of future dividends, and timing and amount thereof. Words such as “if”, “will be”, “may” and “schedule”, or variations of these terms or similar terminology or statements that certain actions, events or results “could” occur or be achieved are intended to identify such forward-looking information. Although Wilmington believes that the expectations reflected in the forward-looking information contained herein are reasonable, these statements by their nature involve risks and uncertainties, and are not guarantees of future performance. Forward-looking information is based on a number of assumptions, and subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers should not to place undue reliance on forward-looking statements. Wilmington disclaims any intention or obligation to update or revise any forward‐looking statements or to explain any material difference between subsequent actual events and such forward‐ looking statements, except to the extent required by applicable law.
Executive officers of the corporation will be available at (403) 705-8038 to answer any questions.