/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
MONTREAL, June 17 /CNW Telbec/ - Power Financial Corporation announced today that it has agreed to issue, on a bought deal basis, 8,000,000 4.40% Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series P (the "Series P Shares") at a price of $25.00 per Series P Share, representing aggregate gross proceeds of $200 million. The issue will be underwritten by a syndicate of underwriters co-led by BMO Capital Markets, RBC Capital Markets and Scotia Capital Inc.
Power Financial has also granted the underwriters an option to purchase an additional 4,000,000 Series P Shares at the same offering price. Should the underwriters' option be exercised fully, the total gross proceeds of the Series P Share offering will be $300 million.
The Series P Shares will yield 4.40% per annum, payable quarterly, as and when declared by the Board of Directors of the Corporation, for an initial period ending January 31, 2016. On January 31, 2016 and on January 31 every five years thereafter, the dividend rate will reset to be equal to the then current five-year Government of Canada bond yield plus 1.60%. Holders of the Series P Shares will have the right to convert their shares into Non-Cumulative Floating Rate First Preferred Shares, Series Q of the Corporation (the "Series Q Shares"), subject to certain conditions and the Corporation's right to redeem the Series P Shares as described below, on January 31, 2016 and on January 31 every five years thereafter. Holders of the Series Q Shares will be entitled to receive a quarterly floating rate dividend, as and when declared by the Board of Directors of the Corporation, equal to the three-month Government of Canada Treasury Bill yield plus 1.60%.
Holders of the Series Q Shares may convert their Series Q Shares into Series P Shares, subject to certain conditions and the Corporation's right to redeem the Series Q Shares as described below, on January 31, 2021 and on January 31 every five years thereafter.
The Series P Shares will not be redeemable prior to January 31, 2016. On January 31, 2016 and on January 31 every five years thereafter, the Corporation may, subject to certain conditions, redeem all or any part of the Series P Shares at a cash redemption price per share of $25.00 together with all declared and unpaid dividends.
The Corporation may redeem all or any part of the Series Q Shares at a cash redemption price per share of $25.00 together with all declared and unpaid dividends in the case of redemptions on January 31, 2021 and on January 31 every five years thereafter or $25.50 together with all declared and unpaid dividends in the case of redemptions on any other date after January 31, 2016.
The Series P Share offering is expected to close on or about June 29, 2010. The net proceeds will be used to supplement the Corporation's financial resources and for general corporate purposes. The Corporation intends to redeem all of its $150 million First Preferred Shares, Series C on October 31, 2010.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Power Financial Corporation (TSX:PWF) is a diversified management and holding company that has interests, directly or indirectly, in companies that are active in the financial services sector in Canada, the United States and Europe. It also has substantial holdings in a diversified industrial group based in Europe. Power Financial Corporation is a member of the Power Corporation of Canada group of companies.
Certain statements in this News Release, other than statements of historical fact, are forward-looking statements based on certain assumptions and reflect the Corporation's and its subsidiaries' current expectations. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Corporation's financial position and results of operations as at and for the periods ended on certain dates and to present information about management's current expectations and plans relating to the future and the reader is cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation and its subsidiaries, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "seeks", "intends", "targets", "projects", "forecasts" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".
By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the Corporation's and its subsidiaries' control, affect the operations, performance and results of the Corporation and its subsidiaries and their businesses, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, management of market liquidity and funding risks, changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates), the effect of applying future accounting changes (including adoption of International Financial Reporting Standards), business competition, operational and reputational risks, technological change, changes in government regulation and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, the Corporation's and its subsidiaries' ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Corporation's and its subsidiaries' success in anticipating and managing the foregoing factors. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including that the foregoing list of factors, collectively, are not expected to have a material impact on the Corporation and its subsidiaries. While the Corporation considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.
Other than as specifically required by law, the Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
Additional information about the risks and uncertainties about the Corporation's business is provided in its disclosure materials, including its most recent Management's Discussion and Analysis of Operating Results and Annual Information Form, filed with the securities regulatory authorities in Canada, available at www.sedar.com.
SOURCE Power Financial Corporation
For further information: For further information: Mr. Edward Johnson, Senior Vice-President, General Counsel and Secretary, (514) 286-7400