Empire Life Announces $300 Million Offering of 2.870% Subordinated Debentures

KINGSTON, ONTARIO--(Marketwired - May 24, 2013) -

NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

The Empire Life Insurance Company ("Empire Life" or "the Company") announced today that it intends to issue in Canada, by way of private placement to accredited investors, $300 million principal amount of subordinated unsecured 2.870% fixed/floating debentures due May 31, 2023 (the "Debentures"). The offering is expected to close May 31, 2013, subject to receiving appropriate regulatory confirmation. The net proceeds of the issue will be used for regulatory capital purposes and for general corporate purposes.

The Debentures will mature on May 31, 2023 and will bear interest at a fixed annual rate of 2.870% for the first five years, payable semi-annually, and a variable annual rate equal to the 3-month Bankers' Acceptance Rate plus 1.05% for the last five years, payable quarterly. The Debentures have been provisionally rated "A (low)" with a stable trend by DBRS Limited.

The issue will be offered on an agency basis by a syndicate of dealers co-led by RBC Dominion Securities Inc. and TD Securities Inc., and which includes BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Scotia Capital Inc.

On a pro forma basis, after giving effect to the Debenture issue, the Company estimates that, as at March 31, 2013, its solvency ratio would have increased from 212% to 245%.

Notice

The Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws of any of the United States, and may not be offered, or sold or delivered directly or indirectly within the United States of America or to or for the account of U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act). This press release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

Forward-Looking Statements

This news release may contain forward-looking statements and information within the meaning of securities laws including those relating to the proposed issuances of the Debentures and expected effect on the Company's pro forma solvency ratio which are forward-looking statements and information within the meaning of securities laws. Forward-looking statements and information are typically identified by the words "believe", "expect", "anticipate", "intend", "estimate", "may" and other similar expressions or future or conditional verbs such as "will", "should", "would" and "could". Although management believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because there can be no assurance that they will prove to be correct. By its nature, such forward-looking statements and information are subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, investment risks, market risks, market price fluctuations, interest rate risks, foreign currency risks, liquidity risks, credit risks, insurance risks, experience risks, product design and pricing risks, underwriting and claims risks, reinsurance risks, risks with respect to competition, risks with respect to financial strength, capital adequacy risks, operational risks, risks with respect to regulatory matters, risks with respect to distribution channels, reliance on key personnel, ability to attract employees, risks with respect to changes to applicable income tax legislation, risks with respect to litigation and risks with respect to reputation. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking statements and information include that the general economy remains stable; interest rates remain relatively stable; assumptions on mortality rates and policy liabilities; and capital markets continue to provide access to capital. The foregoing lists of factors and assumptions are not exhaustive. When relying on Empire Life's forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors, assumptions and other uncertainties and potential events. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Empire Life undertakes no obligation to update publicly or revise any forward-looking statements and information, whether as a result of new information, future events or otherwise, except as required by law.

About Empire Life

A subsidiary of E-L Financial Corporation Limited and in business since 1923, Empire Life helps Canadians build wealth and protect their financial security with competitive individual and group life and health insurance, investment and retirement products. The company's vision is to be the leading, independently owned, Canadian financial services company committed to simplicity, being easy to do business with and having a personal touch.

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