/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TORONTO, Nov. 25, 2019 /CNW/ - First National Financial
Corporation (TSX: FN, TSX:FN.PR.A, TSX:FN.PR.B) ("First National"
or the "Company") announced early today that two of its
shareholders, one beneficially controlled by Stephen Smith, Co-Founder, Chairman and Chief
Executive Officer and the other beneficially controlled by Moray
Tawse, Co-Founder and Executive Vice President (together, the
"Selling Shareholders") and the Company have entered into an
agreement with a syndicate of underwriters led by National Bank
Financial Inc. and TD Securities Inc. (collectively the
"Underwriters") for a secondary offering, on a bought deal basis,
of 1,180,000 common shares of First National at a price of
$42.40 per common share, for
aggregate gross proceeds to the Selling Shareholders of
approximately $50.0 million (the
"Offering"). The press release also announced that the Selling
Shareholders granted the Underwriters an over-allotment option (the
"Over-allotment Option") to purchase up to an additional 177,000
common shares at the offering price within 30 days from the date of
the closing of the Offering solely to cover over-allotments, if
any, and for market stabilization purposes.
In the earlier announcement, it incorrectly identified the
number of common shares that Stephen
Smith and Moray Tawse will beneficially own if the
Over-Allotment Option is exercised in full. The correct number of
common shares that Stephen Smith
will beneficially own if the Over-allotment Option is exercised in
full is 22,360,475 common shares, representing approximately 37.3%
of the common shares outstanding and the number of common shares
that Moray Tawse will beneficially own if the Over-allotment Option
is exercised in full is 20,360,475 common shares, representing
approximately 34.0% of the common shares outstanding.
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, province or other jurisdiction in which
such offer, solicitation or sale would be unlawful. The securities
have not been registered under the United States 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.
About First National Financial Corporation
First National Financial Corporation (TSX:FN, TSX:FN.PR.A,
TSX:FN.PR.B) is the parent company of First National Financial LP,
a Canadian-based originator, underwriter and servicer of
predominantly prime residential (single-family and multi-unit) and
commercial mortgages. With over $110
billion in mortgages under administration, First National is
Canada's largest non-bank
originator and underwriter of mortgages and is among the top three
in market share in the mortgage broker distribution channel.
For more information, please visit www.firstnational.ca.
Caution Concerning Forward-Looking Statements
Certain statements in this press release about current and
future plans, expectations and intentions, or any other future
events or developments constitute forward-looking statements
including the expected number of common shares that will be owned
if the Over-allotment Option is exercised in full. The words
"will", "expects", "plans", "intends", "estimates" or "potential"
or the negative or other variations of these words or other
comparable words or phrases, are intended to identify
forward-looking statements. Forward-looking statements are based on
assumptions made by First National in light of its experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that are believed to
be appropriate and reasonable in the circumstances, but there can
be no assurance that such estimates and assumptions will prove to
be correct. Many factors could cause future events or developments
to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation, general
economic and market conditions and adverse economic
conditions.
The purpose of the forward-looking statements is to provide
the reader with a description of management's expectations and may
not be appropriate for other purposes; readers should not place
undue reliance on forward-looking statements made herein.
Furthermore, unless otherwise stated, the forward-looking
statements contained in this press release are made as of the date
hereof, and we have no intention and undertake no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. The forward-looking statements contained in this
press release are expressly qualified by this cautionary
statement.
SOURCE First National Financial Corporation