Readers are referred to
the section "Forward-Looking Statements" at the end of this
release.
|
MONTRÉAL, Dec. 4, 2023
/CNW/ - Power Financial Corporation ("Power Financial" or the
"Corporation") (TSX: PWF.PR.T) announced today that it does not
intend to exercise its right to redeem all or part of the currently
outstanding 8,000,000 Non-Cumulative 5-Year Rate Reset First
Preferred Shares, Series T (the "Series T shares") on January 31, 2024. As a result, subject to certain
conditions, the holders of the Series T shares have the right to
convert all or part of their Series T shares, on a one-for-one
basis, into Non-Cumulative Floating Rate First Preferred Shares,
Series U (the "Series U shares") on January
31, 2024 (the "Conversion Date") pursuant to the terms and
conditions of the Series T shares.
Holders of Series T shares who do not exercise their right to
convert their Series T shares into Series U shares on the
Conversion Date will retain their Series T shares, subject to
certain conditions.
The foregoing conversion rights are subject to the conditions
that: (i) if Power Financial determines that there would be
outstanding on the Conversion Date less than 1,000,000 Series U
shares, after having taken into account all Series T shares
tendered for conversion into Series U shares, then holders of
Series T shares will not be entitled to convert their shares into
Series U shares, and (ii) alternatively, if Power Financial
determines that there would remain outstanding on the Conversion
Date less than 1,000,000 Series T shares, after having taken into
account all Series T shares tendered for conversion into Series U
shares, then all remaining Series T shares will automatically be
converted into Series U shares without the consent of the holders,
on a one-for-one basis, on the Conversion Date. In either case,
Power Financial will give written notice to that effect to the
registered holder of Series T shares no later than January 24, 2024.
The dividend rate applicable to the Series T shares for the
5-year period from January 31, 2024
to but excluding January 31, 2029,
and the dividend rate applicable to the Series U shares for the
3-month period from January 31, 2024 to but excluding
April 30, 2024, will be determined
and announced by way of a news release on January 2, 2024.
Beneficial owners of Series T shares who wish to exercise their
conversion right should communicate with their broker or other
nominee to obtain instructions for exercising such right during the
conversion period, which runs from January
2, 2024 until January 16, 2024
at 5:00 p.m. (Eastern Time).
About Power Financial
Power Financial, a wholly owned subsidiary of Power Corporation
of Canada, is an international
management and holding company with interests in financial services
and asset management businesses in Canada, the United
States and Europe. It also
has significant holdings in a portfolio of global companies based
in Europe. To learn more, visit
www.powerfinancial.com.
Readers are reminded that Power Financial relies on certain of
the continuous disclosure documents filed by Power Corporation of
Canada pursuant to an exemption
from the requirements of National Instrument 51-102 – Continuous
Disclosure Obligations as provided in the decision of the
Autorité des marchés financiers and the Ontario Securities
Commission, dated January 19, 2021,
regarding Power Financial and Power Corporation of Canada, and that such continuous disclosure
documents can be found for viewing in electronic format under the
profile of Power Financial on SEDAR+ at www.sedarplus.com.
Forward-Looking Statements
Certain statements in this news release, other than statements
of historical fact, are forward-looking statements based on certain
assumptions and reflect the Corporation's current expectations, or
with respect to disclosure regarding the Corporation's public
subsidiaries, reflect such subsidiaries' disclosed current
expectations. Forward-looking statements are provided for the
purposes of assisting the reader in understanding the Corporation's
financial performance, financial position and cash flows as at and
for the periods ended on certain dates and to present information
about management's current expectations and plans relating to the
future and the reader is cautioned that such statements may not be
appropriate for other purposes. These statements may include,
without limitation, statements regarding the operations, business,
financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing
objectives, strategies and outlook of the Corporation and its
subsidiaries, the intention to not redeem the Series T shares, the
giving of notices to the registered holder and the issuance of a
future news release, as well as the outlook for North American and
international economies for the current fiscal year and subsequent
periods. Forward-looking statements include statements that are
predictive in nature, depend upon or refer to future events or
conditions, or include words such as "expects", "anticipates",
"plans", "believes", "estimates", "seeks", "intends", "targets",
"projects", "forecasts" or negative versions thereof and other
similar expressions, or future or conditional verbs such as "may",
"will", "should", "would" and "could".
By its nature, this information is subject to inherent risks and
uncertainties that may be general or specific and which give rise
to the possibility that expectations, forecasts, predictions,
projections or conclusions will not prove to be accurate, that
assumptions may not be correct and that objectives, strategic goals
and priorities will not be achieved. A variety of factors, many of
which are beyond the Corporation's and its subsidiaries' control,
affect the operations, performance and results of the Corporation
and its subsidiaries and their businesses, and could cause actual
results to differ materially from current expectations of estimated
or anticipated events or results. These factors include, but are
not limited to: the impact or unanticipated impact of general
economic, political and market factors in North America and internationally,
fluctuations in interest rates, inflation and foreign exchange
rates, monetary policies, business investment and the health of
local and global equity and capital markets, management of market
liquidity and funding risks, risks related to investments in
private companies and illiquid securities, risks associated with
financial instruments, changes in accounting policies and methods
used to report financial condition (including uncertainties
associated with significant judgments, estimates and assumptions),
the effect of applying future accounting changes, business
competition, operational and reputational risks, technological
changes, cybersecurity risks, changes in government regulation and
legislation, changes in tax laws, unexpected judicial or regulatory
proceedings, catastrophic events, man-made disasters, terrorist
attacks, wars and other conflicts, or an outbreak of a public
health pandemic or other public health crises (such as COVID-19),
the Corporation's and its subsidiaries' ability to complete
strategic transactions, integrate acquisitions and implement other
growth strategies, and the Corporation's and its subsidiaries'
success in anticipating and managing the foregoing factors.
The reader is cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue
reliance on forward-looking statements. Information contained in
forward-looking statements is based upon certain material
assumptions that were applied in drawing a conclusion or making a
forecast or projection, including management's perceptions of
historical trends, current conditions and expected future
developments, as well as other considerations that are believed to
be appropriate in the circumstances, including that the list of
risks and uncertainties in the previous paragraph, collectively,
are not expected to have a material impact on the Corporation and
its subsidiaries. While the Corporation considers these assumptions
to be reasonable based on information currently available to
management, they may prove to be incorrect.
Other than as specifically required by applicable Canadian law,
the Corporation undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which such statement is made, or to reflect the
occurrence of unanticipated events, whether as a result of new
information, future events or results, or otherwise.
Additional information about the risks and uncertainties of the
Corporation's business and material factors or assumptions on which
information contained in forward-looking statements is based is
provided in its disclosure materials, including its most recent
Management's Discussion and Analysis and Annual Information Form,
filed with the securities regulatory authorities in Canada and available at www.sedarplus.com.
SOURCE Power Financial Corporation