Western Financial Group sets terms of its convertible preferred equity financing



    
    /THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO ANY UNITED STATES NEWS
    SERVICE OR OTHERWISE IN THE UNITED STATES./
    

    HIGH RIVER, AB, Aug. 20 /CNW/ - (TSX - WES) Western Financial Group Inc.
(the "Company") announced today that it has agreed to the terms of its
proposed 'best efforts' agency offering of convertible preferred shares with a
syndicate of agents co-led by TD Securities Inc., CIBC World Markets Inc. and
RBC Dominion Securities Inc. and including Desjardins Securities Inc.,
Jennings Capital Inc., GMP Securities L.P., Acumen Capital Finance Partners
Limited and Industrial Alliance Securities Inc. to offer a minimum of $15
million and a maximum of $30 million of cumulative perpetual convertible first
preferred shares, series five (the "Preferred Shares") at a price of $100 per
Preferred Share. The proceeds from the financing will be used for general
corporate purposes and to fund ongoing capital requirements for the Company's
subsidiaries. The financing is expected to close on September 3, 2009.
    The Preferred Shares will be entitled to fixed cumulative preferential
cash dividends, if, as and when declared by our board of directors at a rate
of $9.00 per share per annum, to accrue from the date of original issue,
payable in equal instalments of $4.50 per share on March 31 and September 30
of each year until (and including) March 31, 2015. The Preferred Shares will
be convertible into the Company's common shares at any time at the holder's
option at a price of $2.81 per common share. The Preferred Shares will be
redeemable by the Company at their option only after September 30, 2012.
Redemption from September 30, 2012 and prior to September 30, 2014 will be at
a redemption price equal to $100 per share plus all accrued or declared and
unpaid dividends, provided that the common shares of the Company are trading
at a price in excess of 135% of the conversion price. On or after September
30, 2014, the Preferred Shares will be redeemable at the option of the Company
at any time at a redemption price equal to $100 per share plus all accrued or
declared and unpaid dividends. If not redeemed, commencing March 31, 2015, the
Preferred Shares will pay semiannually a cumulative dividend if, as and when
declared by the Board of Directors, at a rate per annum calculated as at March
31, 2015 and reset on each anniversary of such date in an amount equal to
6.28% above the five year Government of Canada benchmark bond rate as quoted
on the Bloomberg page "GCAN5YR [INDEX]" or comparable sources at 10:00 a.m.
(Toronto time) as quoted ten days before the anniversary date.

    Western Financial Group is a leader in providing insurance, financial and
banking services in over 90 communities to more than 500,000 individuals and
businesses in Western Canada through its wholly-owned networked offices, its
affiliated insurance brokers, Western Life Assurance Company and Bank West.

    These Preferred Shares have not been registered under United States
Securities Act of 1933 (the "US Securities Act") or the securities laws of any
state and may not be offered or sold in the United States or to US persons (as
defined in Regulation S under the US Securities Act) unless an exemption from
registration is available.

    Forward-Looking Information

    This press release contains information that constitutes "forward-looking
information" or "forward-looking statements" (collectively "forward-looking
information") within the meaning of applicable securities legislation. This
forward-looking information includes, among others, statements regarding: the
timing of completion of the offering and other expectations, beliefs, plans,
goals, objectives, assumptions, information and statements about possible
future events.
    This forward looking information is based on various assumptions,
including without limitation, the ability to complete the offering and the
size of the offering. Undue reliance should not be placed on forward-looking
information. Forward-looking information is based on current expectations,
estimates and projections that involve a number of risks which could cause
actual results to vary and in some instances to differ materially from those
anticipated by the Company and described in the forward-looking information
contained in this press release. The material risk factors include, but are
not limited to, uncertainties as to changes in capital markets and the
abilities of the parties to complete the transaction generally.
    Forward-looking information is based on the estimates and opinions of the
Company's management at the time the information is presented. The Company
assumes no obligation to update forward-looking information should
circumstances or management's estimates or opinions change, except as required
by law.





For further information:

For further information: on Western Financial Group, please visit
www.westernfinancialgroup.net, or contact: Scott Tannas, President and Chief
Executive Officer, Western Financial Group, (403) 652-2663,
info@westernfinancialgroup.net


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