Sagicor Financial Corporation Ltd Cash Consideration Election Results (6821C)
19 Junio 2019 - 1:00AM
UK Regulatory
TIDMSFI
RNS Number : 6821C
Sagicor Financial Corporation Ltd
19 June 2019
ALIGNVEST ACQUISITION II CORPORATION and Sagicor Financial
Corporation Limited Announce Cash Consideration Election Results,
Updated TSX Conditional Approval and Bermuda Court Approval
Toronto, June 17, 2019 - Alignvest Acquisition II Corporation
(TSX: AQY.A, AQY.WT) ("AQY" or the "Company") and Sagicor Financial
Corporation Limited ("Sagicor") are pleased to announce that, out
of a maximum available of US$205 million, shareholders of Sagicor
have elected to receive an aggregate of approximately US$20 million
in cash consideration in connection with AQY's previously announced
proposed qualifying acquisition with Sagicor (the "Transaction").
As a result, the vast majority of Sagicor's shareholders will be
receiving solely share consideration and retaining their full
investment in the business. Following completion of the
Transaction, it is expected that AQY will retain over US$420
million of cash prior to expenses from its non-redeemed initial
public offering proceeds as well as its forward placement proceeds
and previously announced additional capital commitments.
The Toronto Stock Exchange has updated its conditional listing
approval in respect of the AQY common shares to be issued in
connection with the Transaction and issued its conditional approval
of the previously announced subscription for Class B shares by JMMB
Group Limited (the "JMMB Subscription"). A condition to the Toronto
Stock Exchange's approval of the JMMB Subscription is that AQY
obtain approval of the JMMB Subscription by AQY's shareholders
representing a majority of AQY's shares. AQY intends to obtain such
approval by written resolution.
In addition, AQY and Sagicor are pleased to announce that
Sagicor has obtained the approval of the Supreme Court of Bermuda
for the Bermuda scheme of arrangement forming part of the
Transaction.
The Transaction and the JMMB Subscription are expected to be
completed in Q3 2019. There can be no assurance that the
Transaction or the New Subscription will be completed.
About Alignvest Acquisition II Corporation
Alignvest Acquisition II Corporation is a special purpose
acquisition corporation incorporated under the laws of the Province
of Ontario for the purposes of effecting a qualifying acquisition.
AQY's registered office is located at 100 King Street West, 70th
Floor, Suite 7050, Toronto, Ontario M5X 1C7.
About Sagicor Financial Corporation Limited
Sagicor is a leading financial services provider in the
Caribbean, with over 175-years of history in the region, and has a
growing presence as a provider of life insurance products in the
United States. Sagicor offers a wide range of products and
services, including life, health, and general insurance, banking,
pensions, annuities, and real estate. Sagicor's registered office
is located at Clarendon House, 2 Church Street, Hamilton, HM 11,
Bermuda.
Cautionary Statements
Certain information contained in this news release may be
forward-looking statements within the meaning of Canadian
securities laws. Forward-looking statements are often, but not
always identified by the use of words such as "expect",
"anticipate", "believe", "foresee", "could", "estimate", "goal",
"intend", "plan", "seek", "will", "may" and "should" and similar
expressions or words suggesting future outcomes. This news release
includes forward-looking information and statements pertaining to,
among other things, the Transaction and the completion of the
Transaction.
These forward-looking statements reflect material factors and
expectations and assumptions of AQY, including assumptions
regarding the CAD/USD exchange rate at the time of closing of the
Transaction. AQY's estimates, beliefs and assumptions are
inherently subject to uncertainties and contingencies regarding
future events and as such, are subject to change. No assurance can
be given that all closing conditions to the Transaction or the JMMB
Subscription will be satisfied and that the Transaction will be
completed.
Risks and uncertainties not presently known to AQY or that it
presently believes are not material could cause actual results or
events to differ materially from those expressed in its
forward-looking statements. Additional information on these and
other factors that could affect events and results are included in
other documents and reports that will be filed by AQY with
applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com) including, without
limitation, the management information circular (as amended) and
prospectus dated February 7, 2019 filed by AQY relating to the
Transactions. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect AQY's expectations
only as of the date of this document. AQY disclaims any obligation
to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Alignvest Acquisition II Corporation
Sanjil Shah
Chief Financial Officer, Alignvest Acquisition II
Corporation
(416) 360-8248 or sshah@alignvest.com
Sagicor Financial Corporation Limited
Samantha Cheung
EVP Investor Relations, Sagicor Financial Corporation
Limited
(416) 898-4324 or samantha_cheung@sagicor.com
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END
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