/THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO
ANY UNITED STATES NEWS SERVICE/
GUELPH, ON, May 29 /CNW/ - Co-operators General Insurance Company
("Co-operators General" or the "Company") today announced that it has issued
an additional 600,000 Non-Cumulative 5-Year Rate Reset Class E Preference
Shares, Series D (the "Series D Preference Shares") at a price of $25.00 per
Series D Preference Share for gross proceeds to the Company of $15,000,000
pursuant to the exercise by a syndicate of underwriters co-led by Scotia
Capital Inc. and TD Securities Inc. and including BMO Nesbitt Burns Inc., RBC
Dominion Securities Inc., Desjardins Securities Inc., National Bank Financial
Inc., HSBC Securities (Canada) Inc., Blackmont Capital Inc., Dundee Securities
Corporation and Industrial Alliance Securities Inc. (collectively, the
"Underwriters") of their over-allotment option, as described in the short form
prospectus of the Company dated May 14, 2009. Including the over-allotment
option, total gross proceeds of the Company's public offering of Series D
Preference Shares (the "Offering") were $115,000,000.
The Series D Preference Shares yield 7.25% per annum, payable quarterly,
as and when declared by the board of directors of the Company (the "Board"),
for the initial to, but excluding, June 30, 2014. On June 30, 2014 and on June
30 every five years thereafter, the dividend rate will reset to be equal to
the then current five-year Government of Canada bond yield plus 5.21%. Holders
of the Series D Preference Shares have the right to convert their shares into
Non-Cumulative Floating Rate Class E Preference Shares, Series E of the
Company (the "Series E Preference Shares"), subject to certain conditions and
the Company's right to redeem the Series D Preference Shares as described
below, on June 30, 2014 and on June 30 every five years thereafter. Holders of
the Series E Preference Shares will be entitled to receive a quarterly
floating rate dividend, as and when declared by the Board, equal to the then
current three-month Government of Canada Treasury Bill yield plus 5.21%.
Holders of the Series E Preference Shares may convert their Series E
Preference Shares into Series D Preference Shares, subject to certain
conditions and the Company's right to redeem the Series E Preference Shares as
described below, on June 30, 2019 and on June 30 every five years thereafter.
The Series D Preference Shares are not redeemable prior to June 30, 2014.
On June 30, 2014 and on June 30 every five years thereafter, the Company may,
subject to certain conditions, redeem all or any part of the Series D
Preference Shares at a cash redemption price per share of $25.00 together with
all declared and unpaid dividends. The Company may redeem all or any part of
the Series E Preference Shares at a cash redemption price per share of $25.00
in the case of redemptions on June 30, 2019 and on June 30 every five years
thereafter or $25.50 in the case of redemptions on any other date after June
30, 2014, together in each case, with all declared and unpaid dividends to,
but excluding, the redemption date.
The Series D Preference Shares trade on the Toronto Stock Exchange (the
"TSX") under the symbol "CCS.PR.D".
The net proceeds of the Offering will be used for general corporate
The Series D Preference Shares have not been and will not be registered
in the United States under the Securities Act of 1933, as amended, and may not
be offered, sold or delivered in the United States absent registration or
applicable exemption from the registration requirement of such Act. This press
release does not constitute an offer to sell or a solicitation to buy the
Series D Preference Shares in the United States and any public offering of the
shares in the United States must be made by means of a prospectus.
About Co-operators General
With assets of approximately $4.6 billion, Co-operators General is a
leading Canadian-owned multi-product insurance company. Co-operators General
is part of The Co-operators Group Ltd., a national group of companies owned by
a group of Canadian co-operatives, credit union centrals and like-minded
organizations that focus on insurance and investment products.
Information in respect of Co-operators General can be found on the
internet on www.cooperators.ca and on www.sedar.com.
This news release includes forward-looking statements with respect to
Co-operators General and the Series D Preference Shares and Series E
Preference Shares. These statements generally can be identified by the use of
forward-looking words such as: "may", "will" or "expect" or the negative
thereof or similar variations. Although management of Co-operators General
believe that the expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties and actual results
may differ materially from those expressed or implied by such forward-looking
statements. Important factors that could cause actual results to differ
materially from expectations include among other things, the discretion of the
Board to declare dividends on the Company's securities and to redeem any of
the Company's securities, the non-cumulative nature of the dividends and the
impact on the Company of general economic conditions worldwide, market
factors, including global capital market activity, interest rate and currency
value fluctuations, business competition, changes in government regulations or
in tax laws, technological changes, changes in consumer demand for the
products and services of Co-operators General, catastrophic events, political
conditions and developments. Co-operators General does not undertake to update
any forward-looking statements.
For further information:
For further information: Bruce West, Senior Vice-President and Chief
Financial Officer, Telephone: (519) 767-3036, Fax: (519) 824-0599