/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
Readers are referred to the sections entitled "Forward-Looking
Statements" at the end of this release.
MONTREAL, Dec. 2, 2013 /CNW Telbec/ - Power Financial Corporation (TSX:
PWF) announced today that it has agreed to issue 7,000,000
Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series T (the
"Series T Shares") on a bought deal basis, for gross proceeds of
$175 million. The Series T Shares will be priced at $25.00 per share.
Closing is expected to occur on or about December 11, 2013. The issue
will be underwritten by a syndicate of underwriters led by BMO Capital
Markets, RBC Capital Markets and Scotiabank.
Power Financial has also granted the underwriters an option to purchase
an additional 1,000,000 Series T Shares at the same offering price.
Should the underwriters' option be exercised fully, the total gross
proceeds of the Series T Share offering will be $200 million.
Dividends on the Series T Shares, if, as and when declared by the Board
of Directors of the Corporation, will yield 4.20% per annum, payable
quarterly for an initial period ending January 31, 2019. On January 31,
2019 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 2.37%. Holders of the Series T Shares will have
the right to convert their shares into Non-Cumulative Floating Rate
First Preferred Shares, Series U of the Corporation (the "Series U
Shares"), subject to certain conditions and the Corporation's right to
redeem the Series T Shares on January 31, 2019 and on January 31 every
five years thereafter. Holders of the Series U Shares will be entitled
to receive a quarterly floating rate dividend, if, as and when declared
by the Board of Directors of the Corporation, equal to the three-month
Government of Canada Treasury Bill yield plus 2.37%.
The net proceeds from the issue will be used to supplement the
Corporation's financial resources and for general corporate purposes.
The Corporation intends to redeem all of its $175 million First
Preferred Shares, Series M on January 31, 2014 upon completion of the
Series T offering.
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 news 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.
ABOUT POWER FINANCIAL
Power Financial Corporation is a diversified management and holding
company that has interests, directly or indirectly, in companies 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 Group of Companies. To learn more, visit www.powerfinancial.com.
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 current expectations, or with
respect to disclosure regarding the Corporation's public subsidiaries,
reflect such subsidiaries' disclosed current expectations.
Forward-looking statements are provided for the purposes of assisting
the reader in understanding the Corporation's financial performance,
financial position and cash flows 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"
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, 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 list of factors in the previous
paragraph, 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 applicable Canadian 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 of the
Corporation's business and material factors or assumptions on which
information contained in forward-looking statements is based is
provided in its disclosure materials, including its most recent
Management's Discussion and Analysis and Annual Information Form, filed
with the securities regulatory authorities in Canada and available at www.sedar.com.
SOURCE: POWER FINANCIAL CORPORATION
For further information:
Mr. Stéphane Lemay
General Counsel and Secretary