Canadian Life Companies Split Corp. Announces Mailing of Notice of Meeting and Management Information Circular
March 21 2012 - 10:16AM
Marketwired
The Board of Directors of Canadian Life Companies Split Corp. (the
"Company") today announced that the Notice of Special Meeting of
Shareholders and Management Information Circular relating to the
previously announced special meeting of the holders of the
Company's Preferred Shares and Class A Shares (the "Shareholders"),
to be held at 10:00 a.m. (Eastern standard time) on April 16, 2012,
has been mailed to the Shareholders. The Company invests in a
portfolio of four publicly traded Canadian life insurance companies
as follows: Great-West Life, Industrial Alliance, Manulife
Financial and Sun Life Financial. Shares held within the portfolio
are expected to range between 10-30% in weight but may vary at any
time.
The purpose of the meeting is to consider and vote upon a
special resolution to reorganize the Company, including a capital
reorganization of the Preferred Shares of the Company and an
extension of the termination date of the Company as described in
the Management Information Circular. Extending the life of the
Company would allow Shareholders to participate in any
strengthening in the Canadian life insurance sector:
-- Preferred Shareholders will receive an increased dividend and the
opportunity to participate in increases in the net asset value as a
result of the issuance of two classes of warrants; and
-- Class A Shareholders could benefit from any market appreciation or
dividend increase over the extended time period;
If the capital reorganization is approved Preferred Shareholders
would receive an increased dividend payment of 6.25% per annum and
the following securities for each Preferred share held on or about
June 28, 2012 (the "Conversion Date"):
One 2012 Preferred Share - paying fixed cumulative preferential
monthly dividends to yield 6.25% per annum on the $10.00 nominal
issue price and having a repayment objective on the termination
date of $10.00;
One 2013 Warrant - each 2013 Warrant can be exercised to
purchase one 2012 Preferred Share and one Class A Share (together a
"Unit") for an exercise price of the lesser of $13.25 and 103% of
the net asset value of the Company on the Conversion Date (the
"2013 Warrant Subscription Price") on any business day during the
period commencing at market open (Eastern time) on the day
following the Conversion Date and ending at 5:00 p.m. (Eastern
time) on June 3, 2013; and
One 2014 Warrant - each 2014 Warrant can be exercised to
purchase one Unit for an exercise price of 105% of the 2013 Warrant
Subscription Price on any business day during the period commencing
at market open (Eastern time) on the day following the Conversion
Date and ending at 5:00 p.m. (Eastern time) on June 2, 2014.
In addition, if the capital reorganization is approved, Class A
Shareholders and Preferred Shareholders will be provided with a
Special Retraction Right as described in the Management Information
Circular which is designed to provide Shareholders with an
opportunity to retract their Shares, if they so wish, and receive a
retraction price that is calculated in the same way that such price
would be calculated if the Company were to terminate on December 1,
2012 as originally contemplated.
The special resolution also allows the Board of Directors to
provide subsequent 6 year extension terms while continuing to
provide all Shareholders with the same retraction right entitlement
at each extension date as they would have had if the term of the
Company were not to be so extended. The ability to extend the
termination date will save the Company all of the associated costs
of holding a special shareholders meeting while still retaining
each Shareholder's right to retract their Shares on the same basis
as if a termination date had occurred. The resolution provides the
Board with the ability to modify the dividend formula for ensuing
extension terms beyond December 1, 2018 if necessary, to reflect
market conditions existing at that time.
For full details, please review the Notice of Special Meeting of
Shareholders and the Management Information Circular which is
available on SEDAR and the Company's website at
www.lifesplit.com.
Certain statements included in this news release constitute
forward-looking statements, including, but not limited to, those
identified by the expressions "expect", "intend", "will" and
similar expressions to the extent they relate to the Company. The
forward-looking statements are not historical facts but reflect the
Company's current expectations regarding future results or events.
These forward-looking statements are subject to a number of risks
and uncertainties that could cause actual results or events to
differ materially from current expectations. Although the Company
believes that the assumptions inherent in the forward-looking
statements are reasonable, forward-looking statements are not
guarantees of future performance and, accordingly, readers are
cautioned not to place undue reliance on such statements due to the
inherent uncertainty therein. The Company undertakes no obligation
to update publicly or otherwise revise any forward-looking
statement or information whether as a result of new information,
future events or other such factors which affect this information,
except as required by law.
Contacts: Canadian Life Companies Split Corp. Investor Relations
416-304-4443 or Toll Free: 1-877-4-Quadra (1-877-478-2372)
www.lifesplit.com
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