CWB announces NVCC preferred share offering
21 Janvier 2019 - 4:15PM
Not for distribution to U.S. news wire
services or for dissemination in the United States.
Canadian Western Bank (“CWB”) (TSX: CWB) today announced its intent
to issue $100 million non-cumulative 5-year rate reset First
Preferred Shares Series 9 (Non-Viability Contingent Capital (NVCC))
(the “Series 9 Preferred Shares”). The offering will be
underwritten on a bought deal basis by a syndicate led by National
Bank Financial Inc. and BMO Capital Markets. The expected closing
date is on or about January 29, 2019.
Under the terms of the offering, CWB will issue
4,000,000 Series 9 Preferred Shares at a price of $25.00 per share.
CWB has granted the underwriters an option to purchase, on the same
terms, up to an additional 1,000,000 Series 9 Preferred Shares.
This option is exercisable in whole or in part by the underwriters
at any time up to two business days prior to closing. The gross
proceeds raised under the offering will be $125 million should this
option be exercised in full.
Holders of the Series 9 Preferred Shares will be
entitled to receive a non-cumulative fixed dividend in the amount
of $1.50 annually, payable quarterly, as and when declared by the
board of directors of CWB, for the initial period ending April 30,
2024. The quarterly dividend represents an annual yield of 6.00%
based on the stated issue price per share. Thereafter, the dividend
rate will reset every five years at a level of 404 basis points
over the then 5-year Government of Canada bond yield. The first of
such dividends, if declared, will be payable on April 30, 2019 and
will be $0.3832 per Series 9 Preferred Share, based on the
anticipated closing date of the offering of January 29, 2019. CWB
maintains the right to redeem, subject to the approval of the
Superintendent of Financial Institutions (Canada), up to all of the
then outstanding Series 9 Preferred Shares on April 30, 2024, and
on April 30 every five years thereafter at a price of $25.00 per
share.
Should CWB choose not to exercise its right to
redeem the Series 9 Preferred Shares, holders of these shares will
have the right to convert their shares into an equal number of
non-cumulative floating rate First Preferred Shares Series 10
(Non-Viability Contingent Capital (NVCC)) (the “Series 10 Preferred
Shares”), subject to certain conditions, on April 30, 2024, and on
April 30 every five years thereafter. Holders of the Series 10
Preferred Shares will be entitled to receive quarterly floating
dividends, as and when declared by the board of directors of CWB,
equal to the 90-day Government of Canada Treasury Bill rate plus
404 basis points.
Net proceeds from the offering will be added to
CWB’s general funds and utilized for general banking purposes. CWB
intends to file a prospectus supplement to its January 4, 2019 base
shelf prospectus in all provinces and territories of Canada in
respect of this issue.
The Series 9 Preferred Shares and Series 10
Preferred Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or under any state
securities laws, and may not be offered, sold, directly or
indirectly, or delivered within the United States of America and
its territories and possessions or to, or for the account or
benefit of, United States persons except in certain transactions
exempt from the registration requirements of such Act and
applicable state securities laws. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
securities in the United States.
About CWB Financial Group
CWB Financial Group is a diversified financial
services organization serving businesses and individuals across
Canada. Operating from its headquarters in Edmonton, Alberta, CWB’s
key business lines include full service business and personal
banking offered through branches of Canadian Western Bank, and
Internet banking services provided by Motive Financial. Highly
responsive specialized financing is delivered under the banners of
CWB Optimum Mortgage, CWB Equipment Financing, CWB National
Leasing, CWB Maxium Financial and CWB Franchise Finance. Trust
Services are offered through Canadian Western Trust. Comprehensive
wealth management offerings are provided through CWB Wealth
Management, which includes the businesses of McLean & Partners
Wealth Management and Canadian Western Financial. As a public
company on the Toronto Stock Exchange (TSX), CWB trades under the
symbols “CWB” (common shares), “CWB.PR.B” (Series 5 Preferred
Shares) and “CWB.PR.C” (Series 7 Preferred Shares). Learn more at
www.cwb.com.
Caution Regarding Forward-Looking
Statements
Certain information contained herein constitutes
forward-looking information under applicable securities laws.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to the timing of completion
and size of the offering of the Series 9 Preferred Shares and the
use of proceeds of the offering. These statements are based on
current expectations and are inherently subject to significant
risks, uncertainties and changes in circumstances, many of which
are beyond the control of CWB. These risks include, but are not
limited to, the failure or delay in satisfying any of the
conditions to the completion of the offering. Except as required by
law, CWB does not undertake to update any forward-looking
statements, whether written or oral, that may be made from time to
time, by it or on its behalf. The forward-looking information
contained in this press release is presented for the purpose of
interpreting the information contained herein and may not be
appropriate for other purposes.
For Further Information Contact:
Matt Evans, CFAVice
President, Strategy and Corporate Development CWB Financial
GroupPhone: 780-969-8337Email: matt.evans@cwbank.com |
Chris WilliamsAVP,
Investor RelationsCWB Financial GroupPhone: 780-508-8229Email:
chris.williams@cwbank.com |
Canadian Western Bank (TSX:CWB)
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