Mulvihill Capital Management Inc. Announces Special Meeting of World Financial Split Corp.
16 Mai 2024 - 2:51AM
(TSX: WFS) Mulvihill Capital
Management Inc. (the “
Manager”), the manager of
World Financial Split Corp. (the “
Fund”) announced
today that the board of directors of the Fund has approved a
proposal to change the investment objectives, strategy and
restrictions of the Fund and to amend the articles of the Fund, all
as more particularly described in the management information
circular (the “
Circular”) for the special meeting
(the “
Meeting”) of the Fund’s shareholders (the
“
Shareholders”).
The purpose of the Meeting is to consider and
vote upon a special resolution to reposition and recapitalize the
Fund to enhance its ability to meet its investment objectives going
forward by making the following changes. In this regard, the Fund
proposes to change the following (collectively, the
“Proposed Amendments”):
- the investment
objectives, strategy and restrictions of the Fund to expand and
diversify the portfolio of equity securities to global equity
securities selected by the Manager and increase the dividend on the
Preferred Shares to $0.0625 per month (7.5% on the original $10.00
issue price) and reinstate the Class A Share distribution (targeted
at 12.0% per annum payable monthly on the consolidated Class A
Share net asset value per share of approximately $8.00 per
share);
- the articles of
the Fund to:
-
change the name of the Fund to “Premium Global Income Split
Corp.”;
-
consolidate the Class A Shares of the Fund in order to reset the
net asset value per Class A Share to approximately $8.00 per
share;
-
change the existing Preferred Shares of the Fund into a number of
Class A Shares and a lesser number of the same class of Preferred
Shares to be determined based on the number of shares surrendered
pursuant to the Special Retraction Right referred to below (for
example, assuming a 4:1 Class A Share consolidation, the Manager
would expect 100 Preferred Shares to be exchanged into
approximately 41 Class A Shares and 66 Preferred Shares with a
value initially equal to the value of the Preferred Shares so
exchanged. The exact numbers into which such shares are proposed to
be changed shall be announced on June 17, 2024);
-
extend the Termination Date of the Fund from June 30, 2025 to June
30, 2029 and provide the directors of the Fund with the ability to
extend the Termination Date for successive five year terms;
-
eliminate the $15.00 net asset value per Unit dividend threshold on
Class A Shares;
-
provide holders of Class A Shares and Preferred Shares who do not
wish to continue their investment in the Fund with a special
retraction right (the “Special Retraction Right”)
to enable such Shareholders to retract their shares on June 28,
2024 on the same terms that would have applied had the Fund
redeemed all Shares as originally contemplated for June 30, 2025
and provide that the Shareholders who wish to exercise the Special
Retraction Right must give notice that they wish to exercise such
right on or prior to June 14, 2024; and
-
create an unlimited number of new classes of shares, issuable in an
unlimited number of series and authorize the directors of the Fund
to determine the rights, privileges and restrictions attaching to
each such series.
The Proposed Amendments will be beneficial for
the Fund and the Shareholders for the following reasons:
- Changing the
Fund’s investment strategy from global financials to a diversified
portfolio of primarily large capitalization global equity
securities should enable the Fund to better generate returns across
diverse sectors of the market. Eliminating the restriction on the
ability to invest in underlying funds to obtain this exposure will
provide flexibility to the Manager.
- The change of
name to Premium Global Income Split Corp. will reflect the renewed
focus of the Fund on global equities, while maintaining the Fund’s
call and put option writing strategy, which is expected to continue
to enhance distribution income and lower the overall cost of
acquiring portfolio securities. With the Fund’s existing capital
losses, the Manager expects distributions on the Shares to consist
primarily of return of capital for the foreseeable future.
- Consolidating
the Class A Shares will enable the Fund’s NAV per Class A Share to
restart at a higher level as well as reinstate the distribution on
the Class A Shares.
- Changing each
existing Preferred Share into a number of Class A Shares and a
number of Preferred Shares will increase coverage levels for the
Preferred Shares, provide potential for capital appreciation and
increase overall yield for the holders of such shares as well as
establish more appropriate leverage levels for the Class A
Shares.
If the Proposed Amendments are approved, the
Fund will (a) make consequential amendments to its investment
objectives and strategy (as described in the Circular), (b) make
consequential amendments to its investment restrictions (as
described in the Circular), and (c) subject to the approval of the
Toronto Stock Exchange, change the ticker symbol in respect of the
Class A Shares and Preferred Shares to “PGIC.A” and “PGIC.PR.A”,
respectively.
The board of directors of the Fund has
unanimously approved the Proposed Amendments, and recommends that
the Shareholders vote FOR the Proposed Amendments. The independent
review committee of the Fund has provided a positive recommendation
in favour of the Proposed Amendments.
A special meeting of the Shareholders has been
called and will be held virtually on June 21, 2024 with the close
of business on May 13, 2024 as the record date (the “Record
Date”) for the Meeting. The Meeting is scheduled to be
held as a virtual-only meeting conducted via live audio webcast
online on June 21, 2024 at 10:00 a.m. (Eastern time). Shareholders,
regardless of geographic location, will have an equal opportunity
to participate in the Meeting online. Shareholders will not be able
to attend the Meeting in person. Shareholders of record as of the
close of business on the Record Date are entitled to receive notice
of and vote at the Meeting. Shareholders are urged to vote well
before the proxy deadline of 5:00 p.m. (Eastern time) on June 19,
2024.
In order for the Proposed Amendments to become
effective, the Proposed Amendments must be approved by a two-thirds
majority of votes cast at the Meeting by holders of the Class A
Shares and the Preferred Shares, each voting separately as a
class.
The Circular is being mailed to Shareholders in
compliance with applicable laws, and will be available under the
Fund’s profile on SEDAR+ at www.sedarplus.com. The Circular
provides important information on the Proposed Amendments and
related matters, including the voting procedures and how to
virtually attend the Meeting. Shareholders are urged to read the
Circular and its schedules carefully and in their entirety.
For further information, please contact Investor Relations at
416.681.3966, toll free at 1-800-725-7172 or visit
www.mulvihill.com.
John Germain, Senior
Vice-President & CFO |
Mulvihill Capital
Management Inc.121 King Street
West Suite 2600Toronto, Ontario, M5H 3T9 416.681.3966;
1.800.725.7172www.mulvihill.com info@mulvihill.com |
You will usually pay brokerage fees to your
dealer if you purchase or sell shares of the Fund on the TSX. If
the shares are purchased or sold on the TSX, investors may pay more
than the current net asset value when buying and may receive less
than current net asset value when selling them. There are ongoing
fees and expenses associated with owning shares of the Fund. An
investment fund must prepare disclosure documents that contain key
information about the Fund. You can find more detailed information
about the Fund in these documents. Investment funds are not
guaranteed, their values change frequently and past performance may
not be repeated.
World Financial Split (TSX:WFS)
Graphique Historique de l'Action
De Oct 2024 à Nov 2024
World Financial Split (TSX:WFS)
Graphique Historique de l'Action
De Nov 2023 à Nov 2024