Canaccord Genuity Group Inc. Announces $115 Million Treasury Offering of Convertible Unsecured Senior Subordinated Debentures
01 Aug, 2018, 17:20 ET
Proceeds to be used to fund continued growth in its wealth management businesses in Canada and the UK & Europe, redeem its current convertible debentures and for general corporate purposes
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Aug. 1, 2018 /CNW/ - Canaccord Genuity Group Inc. (TSX:CF, "the Company") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp., Cormark Securities Inc., and TD Securities Inc. as co-lead underwriters and joint bookrunners on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 41,500 convertible unsecured senior subordinated debentures (the "Initial Debentures"), at a price of $1,000 per Initial Debenture (the "Issue Price"), for gross proceeds of $41.5 million (the "Offering"). The Company is also entering into a concurrent non-brokered private placement agreement with a large Canadian asset manager, pursuant to which it has agreed to purchase 73,500 convertible unsecured senior subordinated debentures (the "Private Placement Debentures") for gross proceeds of $73.5 million, which together with the gross proceeds from the Initial Debentures, represent an aggregate principal amount of $115 million.
"The net proceeds from this Offering and concurrent non-brokered private placement will support our continued growth plans for our wealth management businesses in Canada and the UK & Europe as we continue to recruit Investment Advisors and Professionals, increase assets under management and further strengthen the long-term stability and profitability of our business," said Dan Daviau, President & CEO of Canaccord Genuity Group Inc. "Given the increase to conversion price, the increase to our diluted share count will be negligible."
The Company has also granted the Underwriters the option to purchase up to an additional 6,225 convertible unsecured senior subordinated debentures (the "Additional Debentures" and, together with the Initial Debentures and the Private Placement Debentures, the "Convertible Debentures"), at the Issue Price, for additional gross proceeds of $6,225,000, exercisable in whole or in part, at any time up to 30 days following the closing date of the Offering.
The Convertible Debentures will bear interest at a rate of 6.25% per annum, payable semi-annually on the last day of December and June each year commencing December 31, 2018. The Convertible Debentures will be convertible at the holder's option into common shares of the Company, at a conversion price of $10.00 per common share. The Convertible Debentures will mature on December 31, 2023 and may be redeemed by the Company in certain circumstances, on or after December 31, 2021.
The Company intends to use the proceeds of the Offering and concurrent non-brokered private placement (i) to redeem 100% of its outstanding $60 million convertible debentures issued in October 2016, (ii) to finance the growth of its wealth management business in Canada and in the UK & Europe through the recruitment of investment advisors and (iii) the remainder for general corporate purposes.
Closing of the Offering is expected to occur on or about August 22, 2018. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of Toronto Stock Exchange.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The debentures being offered, and the common shares issuable upon the conversion or redemption of the debentures, have not been and will not be registered under the U.S. Securities Act of 1933 (the "1933 Act") or state securities laws. Accordingly, the debentures may not be offered or sold to U.S. persons except pursuant to applicable exemptions from the registration requirements of the 1933 Act and applicable state securities laws is available.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS:
This press release may contain "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events or future performance and reflect management's expectations, beliefs, plans, estimates, intentions and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including business and economic conditions and the Company's growth, results of operations, performance, business prospects and opportunities. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions, the nature of the financial services industry and the risks and uncertainties discussed from time to time in the Company's interim condensed and annual consolidated financial statements and in its 2018 Annual Report and AIF filed on www.sedar.com as well as the factors discussed in the section entitled "Risks" in this MD&A, which include market, liquidity, credit, operational, legal, cyber and regulatory risks. Material factors or assumptions that were used by the Company to develop the forward-looking information contained in this press release include, but are not limited to, those set out in the Fiscal 2019 Outlook section in the annual MD&A and those discussed from time to time in the Company's interim condensed and annual consolidated financial statements and in its 2018 Annual Report and AIF filed on www.sedar.com. The preceding list is not exhaustive of all possible risk factors that may influence actual results. Readers are cautioned that the preceding list of material factors or assumptions is also not exhaustive.
Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release and should not be relied upon as representing the Company's views as of any date subsequent to the date of this press release. Certain statements included in this press release may be considered "financial outlook" for purposes of applicable Canadian securities laws, and such financial outlook may not be appropriate for purposes other than this press release. Except as may be required by applicable law, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.
ABOUT CANACCORD GENUITY GROUP INC.:
Through its principal subsidiaries, Canaccord Genuity Group Inc. (the "Company") is a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: wealth management and capital markets. Since its establishment in 1950, the Company has been driven by an unwavering commitment to building lasting client relationships. We achieve this by generating value for our individual, institutional and corporate clients through comprehensive investment solutions, brokerage services and investment banking services. The Company has Wealth Management offices located in Canada, the UK, Guernsey, Jersey, the Isle of Man and Australia. Canaccord Genuity, the international capital markets division, operates in North America, UK & Europe, Asia, Australia and the Middle East. To us there are no foreign markets. ™
Canaccord Genuity Group Inc. is publicly traded under the symbol CF on the TSX.
SOURCE Canaccord Genuity Group Inc.
For further information: Christina Marinoff, Vice President, Investor Relations & Communications, Phone: 416-687-5507, email: [email protected], www.canaccordgenuitygroup.com
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