CWB announces conversion privilege of non-cumulative 5-year rate reset First Preferred Shares Series 5
EDMONTON, March 11, 2019 /CNW/ - Canadian Western Bank ("CWB") (TSX: CWB) today announced that it does not intend to exercise its right to redeem all or any of its currently outstanding 5,000,000 non-cumulative 5-year rate reset First Preferred Shares Series 5 (the "Series 5 Preferred Shares") (TSX: CWB.PR.B) on April 30, 2019. As a result, subject to certain conditions described in the prospectus supplement dated February 3, 2014 relating to the issuance of the Series 5 Preferred Shares (the "Prospectus"), the holders of the Series 5 Preferred Shares have the right, at their option, to convert any or all of their Series 5 Preferred Shares into an equal number of CWB's non-cumulative floating rate First Preferred Shares Series 6 (the "Series 6 Preferred Shares"), subject to certain conditions, on April 30, 2019. In accordance with the share conditions, a formal notice of the right to convert Series 5 Preferred Shares into Series 6 Preferred Shares will be sent to the registered holders of the Series 5 Preferred Shares. Holders of Series 5 Preferred Shares are not required to elect to convert all or any part of their Series 5 Preferred Shares into Series 6 Preferred Shares. Holders who do not exercise their right to convert their Series 5 Preferred Shares into Series 6 Preferred Shares on April 30, 2019 will retain their Series 5 Preferred Shares, unless automatically converted in accordance with the conditions below.
The foregoing conversion right is subject to the conditions that: (i) if, after April 15, 2019, CWB determines that there would be less than 500,000 Series 6 Preferred Shares outstanding on April 30, 2019, then no Series 5 Preferred Shares will be converted into Series 6 Preferred Shares, and (ii) alternatively, if after, April 15, 2019, CWB determines that there would be less than 500,000 Series 5 Preferred Shares outstanding on April 30, 2019, then all remaining Series 5 Preferred Shares will automatically be converted into an equal number of Series 6 Preferred Shares on April 30, 2019. In either case, CWB will give written notice to that effect to any registered holders of Series 5 Preferred Shares affected by the preceding minimums on or before April 23, 2019.
The dividend rate applicable to the Series 5 Preferred Shares for the 5-year period commencing on May 1, 2019, and ending on and including April 30, 2024, and the dividend rate applicable to the Series 6 Preferred Shares for the 3-month period commencing on May 1, 2019, and ending on and including July 31, 2019, will be determined and announced by way of a news release on April 1, 2019. CWB will also give written notice of these dividend rates to the registered holders of Series 5 Preferred Shares.
Beneficial owners of Series 5 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (EDT) on April 15, 2019. Conversion inquiries should be directed to CWB's Registrar and Transfer Agent, Computershare, at 1-800-564-6253.
Subject to certain conditions described in the Prospectus, CWB may redeem the Series 5 Preferred Shares, in whole or in part, on April 30, 2024 and on April 30 every five years thereafter and may redeem the Series 6 Preferred Shares, in whole or in part, after April 30, 2019.
The Toronto Stock Exchange ("TSX") has conditionally approved the listing of the Series 6 Preferred Shares effective upon conversion. Listing of the Series 6 Preferred Shares is subject to CWB fulfilling all the listing requirements of the TSX and, upon approval, the Series 6 Preferred Shares will be listed on the TSX under the trading symbol "CWB.PR.E".
The Series 5 Preferred Shares and the Series 6 Preferred Shares have not been and will not be registered in the United States under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly in the United States or to, or for the account or benefit of, a "U.S. person" (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or a solicitation to buy securities in the United States and any public offering of the securities in the United States must be made by means of a prospectus.
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 CWB 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), "CWB.PR.C" (Series 7 Preferred Shares) and "CWB.PR.D" (Series 9 Preferred Shares). Learn more at www.cwb.com.
SOURCE Canadian Western Bank
Chris Williams, AVP, Investor Relations, CWB Financial Group, Phone: 780-508-8229, Email: [email protected]
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