MONTREAL, QUEBEC--(Marketwired - March 25, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Laurentian Bank of Canada (TSX:LB) ("Laurentian") has announced today that it has entered into an agreement with a syndicate of underwriters led by RBC Dominion Securities Inc., BMO Capital Markets and Laurentian Bank Securities Inc. (collectively, the "Underwriters"), under which the Underwriters have agreed to buy on a bought deal basis an aggregate of 5,000,000 Basel III-compliant Non-Cumulative Class A Preferred Shares, Series 13 (the "Preferred Shares Series 13"), at a price of $25.00 per Preferred Share Series 13 for gross proceeds of $125 million (the "Offering"). The Preferred Shares Series 13 will be offered for sale to the public in each of the provinces of Canada pursuant to a prospectus supplement to Laurentian's short form base shelf prospectus dated October 10, 2012, which supplement will be filed with Canadian securities regulatory authorities in all Canadian provinces.
Holders of Preferred Shares Series 13 will be entitled to receive non-cumulative preferential fixed quarterly dividends for the initial period ending on, but excluding, June 15, 2019, as and when declared by the board of directors of the Bank, payable in the amount of $0.26875 per Preferred Share Series 13, to yield 4.30 per cent annually.
Thereafter, the dividend rate will reset every five years to be equal to the 5-Year Government of Canada Bond Yield plus 2.55 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares Series 13 into an equal number of Basel III-compliant Non-Cumulative Class A Preferred Shares, Series 14 (the "Preferred Shares Series 14") on June 15, 2019 and on June 15 every five years thereafter. Holders of the Preferred Shares Series 14 will be entitled to receive non-cumulative preferential floating rate quarterly dividends, as and when declared by the board of directors of the Bank, equal to the then 3-month Government of Canada Treasury Bill yield plus 2.55 per cent. The Offering is expected to close on or about April 3, 2014 and is subject to Laurentian receiving all necessary regulatory approvals.
Laurentian also announced today that it intends to redeem, on June 16, 2014, all of its 4,400,000 issued and outstanding Non-Cumulative Class A Preferred Shares, Series 10 (the "Preferred Shares Series 10"), at a price of $25.00 per share for an aggregate consideration of $110 million.
The net proceeds of the Offering will be added to Laurentian's general funds and will be used for general corporate purposes (including, subject to the approval of the Office of the Superintendent of Financial Institutions, to fund the redemption of the Preferred Shares Series 10).
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States, its territories, its possessions and other areas subject to its jurisdiction or to, of for the account or benefit of, a U.S. person (as such term is defined in the U.S. Securities Act), absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Laurentian Bank of Canada is a banking institution whose activities extend across Canada. Recognized for its excellent service, proximity and simplicity, the Bank serves one and a half million clients throughout the country. Founded in 1846, the Bank is among the 2014 edition of the Montréal's Top Employers competition, which showcases the city's top 25 companies offering enviable places to work. It currently employs some 3,800 people whose talent and dedication has made it a major player in numerous market segments.
Laurentian Bank distinguishes itself through the excellence of its execution and its agility. Catering to the needs of retail clients via its extensive branch network and constantly evolving virtual offerings, the Bank has also earned a solid reputation among SMEs, larger businesses and real estate developers thanks to its growing presence across Canada and its specialized teams in Ontario, Québec, Alberta and British Columbia. For its part, the organization's B2B Bank subsidiary is a Canadian leader in providing banking and investment products and services to financial advisors and brokers, while Laurentian Bank Securities is an integrated broker that is also widely known for its expert and effective services nationwide. The institution has more than $33 billion in balance sheet assets and more than $39 billion in assets under administration.