Financial 15 Split Corp. Exchange Offer Results
April 20 2018 - 11:43AM
Financial 15 Split Corp. (the “Company”) is pleased to announce it
will issue 2,035,942 FTN Class A shares as a result of the offer
announced on April 9, 2018 for holders of units of SCITI Trust,
whereby one Class A Share of the Company was offered in exchange
for 1.17614 freely-tradable listed units of SCITI Trust (the
“Exchange Offer”). The Exchange Offer period has now
ended. The Exchange Offer is expected to close on or about
April 24, 2018 and is subject to certain closing conditions
including approval by the TSX.
In conjunction with the Exchange Offer, the
Company will also issue 2,035,942 FTN.PR.A Preferred Shares of the
Company at a price of $9.90 per Preferred Share to yield 5.55%.
The offering was led by National Bank Financial Inc.,
CIBC Capital Markets and BMO Capital Markets. The sales
period of the Preferred Share offering has now ended. The offering
of Preferred Shares is expected to close on or about April 30,
2018. The offering is subject to certain closing conditions
including approval by the TSX.
The total value of the Exchange Offer and
Preferred Share offering is expected to be approximately $39.1
million including 2,394,550 units of SCITI Trust.
The closing price on the TSX of each of the
Preferred Shares and the Class A Shares on April 19, 2018 was
$10.06 and $10.28, respectively. The closing price on the TSX
of the SCITI Trust units on April 19, 2018 was $7.76.
The Company will not receive cash proceeds from
the issuance of the Class A Shares. In consideration for issuing
each Class A Share, the Company will receive 1.17614 units of SCITI
Trust. The investment fund manager of SCITI Trust confirmed on
March 21, 2018 that SCITI Trust would be terminating on its
scheduled termination date of April 30, 2018. At that time,
SCITI Trust will distribute to its unitholders, including the
Company, the net asset value of SCITI Trust in cash.
The net proceeds of the offering, consisting of
the net cash proceeds from the issuance of the Preferred Shares,
and the net cash proceeds received on the wind-up of SCITI Trust in
respect of the SCITI Trust units received as consideration for the
issuance of the Class A Shares, will be used by the Company to
invest in an actively managed, high quality portfolio consisting of
15 financial services companies made up of Canadian and U.S.
issuers as follows:
Bank of Montreal |
National Bank of
Canada |
Bank of America
Corp. |
The Bank of Nova
Scotia |
Manulife Financial
Corporation |
Citigroup Inc. |
Canadian Imperial Bank
of Commerce |
Sun Life Financial
Services of Canada Inc. |
Goldman Sachs Group
Inc. |
Royal Bank of
Canada |
Great-West Lifeco
Inc. |
JP Morgan Chase &
Co. |
The Toronto-Dominion
Bank |
CI Financial Corp. |
Wells Fargo &
Co. |
The Company’s investment objectives are:
Preferred Shares:
- to provide holders of the Preferred Shares with fixed,
cumulative preferential monthly cash dividends currently in the
amount of 5.50% annually, to be set by the Board of Directors
annually subject to a minimum of 5.25% until 2020; and
- on or about the termination date, currently December 1, 2020
(subject to further 5 year extensions thereafter), to pay the
holders of the Preferred Shares $10.00 per Preferred Share.
Class A Shares:
- to provide holders of the Class A Shares with regular monthly
cash dividends in an amount to be determined by the Board of the
Directors; and
- to permit holders to participate in all growth in the net asset
value of the Company above $10 per Unit, by paying holders on or
about the termination date of December 1, 2020 (subject to further
5 year extensions thereafter) such amounts as remain in the Company
after paying $10 per Preferred Share.
A prospectus supplement dated April 9, 2018 to
the Company’s short form base shelf prospectus dated November 2,
2017 containing important detailed information about the Preferred
Shares and the Class A Shares being offered was filed with
securities commissions or similar authorities in all provinces of
Canada. Copies of the prospectus supplement and the short form base
shelf prospectus may be obtained from your registered financial
advisor using the contact information for such advisor, or from
representatives of the agents listed above.
Forward-Looking StatementsCertain statements in
this news release are forward-looking statements, including those
identified by the expressions “anticipate”, “believe”, “plan”,
“estimate”, “expect”, “intend” and similar expressions to the
extent they relate to the Company or Quadravest.
Forward-looking statements are not historical facts but reflect the
current expectations of the Company and Quadravest regarding future
results or events. Such forward-looking statements reflect
the Company’s and Quadravest’s current beliefs and are based on
information currently available to them. Forward-looking
statements involve significant risks and uncertainties. A
number of factors could cause actual results or events to differ
materially from current expectations. Although the
forward-looking statements contained in this news release are based
upon assumptions that the Company and Quadravest believe to be
reasonable, neither the Company nor Quadravest can assure investors
that actual results will be consistent with these forward-looking
statements. Neither the Company nor Quadravest assumes any
obligation to update or revise them to reflect new events or
circumstances, except as required by law.
For further information, please contact
Financial 15 Split Corp. Investor Relations at416-304-4443 Toll
free at 1-877-4-Quadra (1-877-478-2372) or
visit www.financial15.com
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