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WINNIPEG, Oct. 16, 2013 /CNW/ - Great-West Lifeco Inc. today announced
that it will seek the consent of the holders of its 6.67% Debentures
due March 21, 2033 (the "2033 Debentures") to amend the trust indenture
dated as of March 21, 2003, between Great-West Lifeco and Computershare
Trust Company of Canada, as trustee, as amended and supplemented. The
consent will eliminate the replacement capital covenants and related
provisions applicable to certain of Great-West Lifeco's preferred
shares, the 5.691% Subordinated Debentures due June 21, 2067 issued by
Great-West Lifeco Finance (Delaware) LP and the 7.127% Subordinated
Debentures due June 26, 2068 issued by Great-West Lifeco Finance
(Delaware) LP II.
Great-West Lifeco is seeking to remove the replacement capital covenants
in order to have greater flexibility to manage its capital structure.
Removal of the replacement capital covenants would provide Great-West
Lifeco with the ability to be responsive to credit rating agency
considerations and emerging regulatory capital developments. The
proposed changes do not imply that Great-West Lifeco intends to take
any future action with respect to the redemption of any of the
securities currently subject to the replacement capital covenants.
Great-West Lifeco will solicit consents from holders of record of the
2033 Debentures as of 5:00 p.m., Toronto time, on October 11, 2013. The
proposed amendments require the consent of holders of not less than 66
2/3% of the outstanding principal amount of the 2033 Debentures. The
terms and conditions of the consent solicitation will be included in
the consent solicitation statement and the accompanying form of
Certain information regarding the 2033 Debentures and the terms of the
offer and the consent solicitation is summarized in the table below:
Principal Amount Outstanding
Consent Fee (per $1,000
6.67% Debentures due March 21, 2033
Great-West Lifeco will pay a consent fee of $12.50 in cash for each $1,000 in principal amount of 2033 Debentures for which
Great-West Lifeco has received a valid (and unrevoked) consent prior to
the expiration of the solicitation, subject to the conditions of the
solicitation. Assuming receipt of the requisite 66 2/3% consent,
payments of the consent fee are anticipated to be made to holders of
the 2033 Debentures that provide valid (and unrevoked) consents on the
third business day following the expiration of the solicitation. If the
proposed amendments are approved, the amendments will bind all holders
of the 2033 Debentures, including those that did not provide a consent.
The solicitation will expire at 5:00 p.m. (Toronto time) on October 30,
2013, unless extended by Great-West Lifeco at its discretion (such time
on such date, as the same may be extended, the "Expiration Date").
Great-West Lifeco will make an announcement by press release of any
extension of the Expiration Date prior to 9:00 a.m. (Toronto time), on
the next business day after the previously scheduled Expiration Date.
Holders may deliver their consents with respect to the solicitation at
any time prior to the Expiration Date. Holders may revoke their
consents until the earlier of the Expiration Date and the date that the
proposed amendment to the trust indenture is executed and becomes
effective. Any holder who validly revokes a consent will not be
eligible to receive the consent fee, unless such consent is redelivered
and accepted by Great-West Lifeco prior to the Expiration Date.
Great-West Lifeco has retained RBC Dominion Securities Inc. to serve as
the solicitation agent for the solicitation, Georgeson Shareholder
Communications Canada Inc. to serve as the information agent and
Computershare Trust Company of Canada to serve as the tabulation agent.
Questions regarding the solicitation may be directed to RBC Dominion
Securities Inc. at (416) 842-6311.
The solicitation statement and related documents contain important
information, and holders should read them carefully before making any
decision with respect to the solicitation. Copies of the solicitation
statement are being provided to holders and are available on Great-West
Lifeco's website at www.greatwestlifeco.com, or by contacting the information agent by e-mail at email@example.com.
This announcement is not a solicitation of consents with respect to the
2033 Debentures. The solicitation is being made solely pursuant to the
solicitation statement, as may be amended or supplemented, and the
related consent form. The solicitation is not being made to holders of
2033 Debentures in any jurisdiction in which the solicitation would not
be in compliance with the laws of such jurisdiction. In any
jurisdiction where the laws require solicitations to be made by a
licensed broker or dealer, the solicitation will be deemed to be made
on behalf of Great-West Lifeco by the solicitation agent, or one or
more registered broker-dealers under the laws of such jurisdiction.
Great-West Lifeco Inc. (TSX:GWO) is an international financial services
holding company with interests in life insurance, health insurance,
retirement and investment services, asset management and reinsurance
businesses. Great-West Lifeco has operations in Canada, the United
States, Europe and Asia through Great-West Life, London Life, Canada
Life, Irish Life, Great-West Financial and Putnam Investments.
Great-West Lifeco and its companies have $596 billion* in consolidated
assets under administration and are members of the Power Financial
Corporation group of companies.
*Assets as of June 30, 2013
SOURCE: Great-West Lifeco Inc.
For further information:
Marlene Klassen, APR
Assistant Vice-President, Communication Services