Pacific & Western Bank of Canada and Pacific & Western Credit Corp. Announce Filing of Final Prospectus of Pacific & Western Bank of Canada for its Initial Public Offering and Secondary Offering by Pacific & Western Credit Corp.

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LONDON, ON, Aug. 21, 2013 /CNW/ - Pacific & Western Bank of Canada (the "Bank") and Pacific & Western Credit Corp. ("PWC") (TSX:PWC) are pleased to announce that the Bank has filed a final prospectus in each of the provinces and territories of Canada, other than Quebec, in connection with a reasonable "best efforts" marketed offering of common shares of the Bank ("Common Shares") pursuant to an agency agreement dated August 19, 2013 (the "Agency Agreement") among the Bank, PWC and each of RBC Dominion Securities Inc., PI Financial Corp., Dundee Securities Ltd., Industrial Alliance Securities Inc. and MGI Securities Inc. (collectively, the "Agents").  The offering (the "Offering") consists of an initial public offering by the Bank of up to 400,000 Common Shares (the "Treasury Offering"), as well as a secondary offering of up to 1,100,000 Common Shares held by PWC (the "Secondary Offering"), at a price of $7.25 per Common Share for total gross proceeds of up to $10,875,000.  The Bank has also granted to the Agents an option (the "Over-Allotment Option"), exercisable in whole or in part for a period of 30 days following closing of the Offering, to purchase up to 225,000 Common Shares, representing 15% of the aggregate number of Common Shares being offered pursuant to the Offering, at a price of $7.25 per Common Share.  Pursuant to the Agency Agreement, the Agents will be paid a fee equal to 6.0% of the gross proceeds of the Offering, which will be paid from the proceeds received by the Bank in respect of the Treasury Offering and from the proceeds received by PWC in respect of the Secondary Offering.  Closing of the Offering is expected to occur on August 27, 2013.

The Toronto Stock Exchange ("TSX") has conditionally approved the listing of the Common Shares. Listing is subject to the Bank fulfilling all of the requirements of the TSX.  Trading of the Common Shares on the TSX under the symbol "PWB" is expected to commence on the closing of the Offering.

The Bank plans to use the net proceeds of the Treasury Offering to reduce the amount of certain of the Bank's outstanding subordinated notes that are held by a third party.  PWC plans to use the first $3.0 million in net proceeds of the Secondary Offering for the purposes of its ongoing working capital requirements.  It is expected that net proceeds received by PWC above $3.0 million will be invested by PWC, following closing of the Offering, in additional Common Shares issued at a price of $7.25 per Common Share.  In turn, the Bank is proposing to use the net proceeds raised from the sale of the additional Common Shares to PWC towards the partial repayment of the subordinated notes of the Bank referenced above.

The Bank, a Canadian Schedule I chartered bank, raises deposits through various deposit brokers located across Canada and invests these deposits in loans, leases, commercial mortgages, residential development mortgages and debt of corporations.

No securities regulatory authority has either approved or disapproved of the contents of this news release.  The securities described above have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this news release, including statements relating to the initial public offering and secondary offering of Common Shares, the expected closing date of the Offering, the potential exercise of the Over-Allotment Option, the satisfaction of the requirements of the TSX, the listing of the Common Shares on the TSX, the use of proceeds of the Offering, the follow-on subscription for Common Shares by PWC and the use of proceeds in respect of same, and any other statements regarding the Bank's or PWC's future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements").  All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "proposed", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements.  By their very nature, forward-looking statements involve numerous factors and assumptions, including, without limitation, the expectations and beliefs of management; the successful completion of the Offering; satisfaction of the conditions to list the Common Shares on, and the listing of the Common Shares on, the TSX; the potential exercise of the Over-Allotment Option, if applicable; and the successful completion of the follow-on subscription for Common Shares by PWC.  Although the Bank considers these factors and assumptions to be reasonable based on information currently available, such factors and assumptions are not exhaustive and may prove to be incorrect.

All such forward-looking statements are subject to known and unknown risks, uncertainties and other factors, many of which are beyond each of PWC's and the Bank's ability to control or predict.  A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the receipt of applicable regulatory approvals may not be obtained on the terms expected or on the anticipated schedule and the volatility of the marketplace.

Neither the Bank nor PWC assumes any obligation to update the information in this communication, except as otherwise required by law.  Additional information identifying risks and uncertainties is contained in each of the Bank's and PWC's filings with the various provincial securities commissions which are or will be available online at www.sedar.com.  Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of the Bank and PWC.  Readers are cautioned that such statements may not be appropriate for other purposes.  Readers are also cautioned not to place undue reliance on these forward-looking statements.  These forward-looking statements speak only as of the date hereof.

For further information, please contact: 

Investor Relations: Wade MacBain, Director, [phone], [email protected];
Public Relations & Media: Tel Matrundola, Vice-President, [phone], [email protected]

SOURCE: Pacific & Western Credit Corp.

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