CI Financial Corp. (TSX: CIX) (“CI Financial” or the
“Corporation”) announced today it has called a meeting of
the (i) holders (the “2025 Debentureholders”) of its 3.759%
Debentures due 2025 (the “2025 Debentures”) issued under the
second supplemental indenture (the “2019 Second Series
Supplement”) to the trust indenture dated as of July 22, 2019,
and (ii) holders (the “2027 Debentureholders”) of its 3.904%
Debentures due 2027 (the “2027 Debentures”), issued under
the sixth supplemental indenture (the “2009 Sixth Series
Supplement”) to the trust indenture dated as of December 16,
2009, and that it has also commenced a solicitation of written
consents and proxies (the “Consent and Proxy Solicitation”),
to approve certain amendments to both the 2019 Second Series
Supplement and the 2009 Sixth Series Supplement (together, the
“Supplements” and each a “Supplement”).
The proposed amendments seek to remove the covenant contained in
section 2.9 of each Supplement, which prevents any subsidiary of
the Corporation from creating, assuming, or otherwise directly
incurring certain indebtedness. The proposed amendments would
conform the Supplements with each other series of debentures the
Corporation has issued, which do not contain a similar covenant or
restriction. The proposed amendments are further described in the
Joint Consent and Proxy Solicitation Statement (the
“Solicitation Statement”) dated March 6, 2024, a copy of
which will be mailed to both the 2025 Debentureholders and 2027
Debentureholders. Debentureholders are urged to read and carefully
consider the information contained in the Solicitation
Statement.
The meeting of the 2025 Debentureholders and the meeting of the
2027 Debentureholders will be held on April 4, 2024 at 10:00 a.m.
and 10:30 a.m., respectively. The record date for determining 2025
Debentureholders and 2027 Debentureholders entitled to vote at the
respective meetings has been set as 5:00 p.m. (Toronto time) on
March 5, 2024. Debentureholders entitled to vote at the respective
meetings as of the record date shall have one vote for every $1,000
of debentures held.
If 2025 Debentureholders representing not less than 66 2/3% of
the aggregate unpaid principal amount of the 2025 Debentures
deliver valid consents in favour of the proposed amendment by 5:00
p.m. (Toronto time) on March 19, 2024 (the “Consent
Deadline”), the meeting of 2025 Debentureholders will be
cancelled. If 2027 Debentureholders representing not less than 66
2/3% of the aggregate unpaid principal amount of the 2027
Debentures deliver valid consents in favour of the proposed
amendment by the Consent Deadline, the meeting of 2027
Debentureholders will be cancelled.
If the proposed amendments to each of the 2019 Second Series
Supplement and 2009 Sixth Series Supplement are approved via
written consent or at the meetings of 2025 Debentureholders and
2027 Debentureholders, the Corporation will pay (i) the 2025
Debentureholders that delivered a valid consent prior to the
Consent Deadline, a consent fee equal to $6.00 per $1,000 aggregate
principal amount of 2025 Debentures held, and (ii) the 2027
Debentureholders that delivered a valid consent prior to the
Consent Deadline, a consent fee equal to $12.50 per $1,000
aggregate principal amount of 2027 Debentures held.
No consent fee will be payable to either the 2025
Debentureholders and 2027 Debentureholders unless both proposed
amendments are approved. 2025 Debentureholders and 2027
Debentureholders that do not validly deliver a consent before the
Consent Deadline will not receive a consent fee, regardless of
whether the amendments are approved or not. CI retains the right to
waive or modify the terms and conditions of the Consent and Proxy
Solicitation at its sole discretion.
The Corporation has retained RBC Dominion Securities Inc.
(“RBC”) as Solicitation Agent and Computershare Trust
Company of Canada (“Computershare”) as Tabulation Agent in
connection with the Consent and Proxy Solicitation and meetings.
Questions concerning the meetings and the Consent and Proxy
Solicitation, or requests for assistance in participating in the
meetings or the Consent and Proxy Solicitation, should be directed
to RBC by telephone at (416) 842-6311 or 1-877-381-2099 or by email
at liability.management@rbccm.com.
About CI Financial
CI Financial is a diversified global asset and wealth management
company operating primarily in Canada, the United States and
Australia. Founded in 1965, CI Financial has developed world-class
portfolio management talent, extensive capabilities in all aspects
of wealth planning, and a comprehensive product suite. CI Financial
manages, advises on and administers approximately $450.8 billion in
client assets (as at January 31, 2024).
CI Financial operates in three segments:
- Asset Management, which includes CI Global Asset Management,
which operates in Canada, and GSFM Funds Management, which operates
in Australia.
- Canadian Wealth Management, which includes the operations of CI
Assante Wealth Management, Aligned Capital Partners, CI Private
Wealth, Northwood Family Office, Coriel Capital, CI Direct
Investing and CI Investment Services.
- U.S. Wealth Management, which includes Corient Private Wealth,
an integrated wealth management firm providing comprehensive
solutions to ultra-high-net-worth and high- net-worth clients
across the United States.
CI Financial is headquartered in Toronto and listed on the
Toronto Stock Exchange (TSX: CIX). To learn more, visit CI
Financial’s website or LinkedIn page.
CI Global Asset Management is a registered business name of CI
Investments Inc., a wholly owned subsidiary of CI Financial
Corp.
Note Regarding Forward-Looking Statements
This press release contains “forward-looking information” within
the meaning of applicable Canadian securities laws. Forward-looking
information may relate to our future outlook and anticipated events
or results and may include information regarding our financial
position, business strategy, growth strategy, budgets, operations,
financial results, taxes, dividend policy, plans and objectives.
Particularly, information regarding our expectations of future
results, performance, achievements, prospects or opportunities is
forward-looking information. In some cases, forward-looking
information can be identified by the use of forward-looking
terminology such as “plans”, “targets”, “expects” or “does not
expect”, “is expected”, “an opportunity exists”, “budget”,
“scheduled”, “estimates”, “outlook”, “forecasts”, “projection”,
“prospects”, “strategy”, “intends”, “anticipates”, “does not
anticipate”, “believes”, or variations of such words and phrases or
state that certain actions, events or results “may”, “could”,
“would”, “might”, “will”, “will be taken”, “occur” or “be
achieved”. In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events
or circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management’s expectations, estimates and
projections regarding future events or circumstances. These
statements include, without limitation, statements regarding the
Corporation’s intentions and expectations with respect to the
Consent and Proxy Solicitation, the terms and conditions of the
Consent and Proxy Solicitation, whether the meetings will be held,
the potential for the proposed amendments to be approved via the
Consent and Proxy Solicitation or at the meetings, the anticipated
impacts of the proposed amendments, and the payment of any consent
fees.
Undue reliance should not be placed on forward-looking
information. The forward-looking information in this press release
is based on our opinions, estimates and assumptions in light of our
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors that we
currently believe are appropriate and reasonable in the
circumstances. Despite a careful process to prepare and review the
forward-looking information, there can be no assurance that the
underlying opinions, estimates and assumptions will prove to be
correct. Further, forward-looking information is subject to known
and unknown risks, uncertainties and other factors that may cause
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking information, including but not limited to, those
described in this press release. The belief that the investment
fund industry and wealth management industry will remain stable and
that interest rates will remain relatively stable are material
factors made in preparing the forward-looking information and
management’s expectations contained in this press release and that
may cause actual results to differ materially from the
forward-looking information disclosed in this press release. In
addition, factors that could cause actual results to differ
materially from expectations include, among other things, general
economic and market conditions, including interest and foreign
exchange rates, global financial markets, the impact of the
coronavirus pandemic, changes in government regulations or in tax
laws, industry competition, technological developments and other
factors described or discussed in CI Financial’s disclosure
materials filed with applicable securities regulatory authorities
from time to time. Additional information about the risks and
uncertainties of the Corporation’s business and material risk
factors or assumptions on which information contained in
forward‐looking information is based is provided in the
Corporation’s disclosure materials, including the Corporation’s
most recently filed annual information form and any
subsequently-filed interim management’s discussion and analysis,
which are available under our profile on SEDAR+ at
www.sedarplus.com.
There can be no assurance that such information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information. Accordingly,
readers should not place undue reliance on forward looking
information, which speaks only as of the date made. The
forward-looking information contained in this press release
represents our expectations as of the date of this news release and
is subject to change after such date. CI Financial disclaims any
intention or obligation or undertaking to update publicly or revise
any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240306530580/en/
Investor Relations Jason Weyeneth, CFA Vice-President,
Investor Relations & Strategy 416-681-8779 jweyeneth@ci.com
Media Relations Canada Murray Oxby Vice-President,
Corporate Communications 416-681-3254 moxby@ci.com
United States Jimmy Moock Managing Partner, StreetCred
610-304-4570 jimmy@streetcredpr.com ci@streetcredpr.com
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