MONTREAL and LONDON, September 30,
2016 /PRNewswire/ --
The objectives are to:
- Create a strong European platform for Fiera Capital
- Broaden offering with emerging and frontier
marketstrategies
- Deliver adjusted earnings per share accretion
Fiera Capital Corporation ("Fiera Capital" or the "Firm") (TSX:
FSZ), a leading independent asset management firm, announced today
that an agreement has been reached on the terms of a recommended
cash transaction comprising an offer (by way of scheme of
arrangement) by Fiera Capital to acquire the entire share capital
of Charlemagne Capital Limited ("Charlemagne Capital"), an
independent asset manager, and the payment of a special dividend by
Charlemagne Capital.
If the Offer is completed, it would provide Fiera Capital with
an entry into the emerging and frontier markets asset class and
create a European platform to enhance the growth and distribution
of Fiera Capital's existing investment strategies.
"The acquisition of Charlemagne Capital would be an important
step in advancing our global presence by teaming up with a high
quality emerging and frontier markets specialist, with an excellent
track record of performance, a proven team of investment
professionals and a strong culturally aligned management team,"
said Jean-Guy Desjardins, Chairman
and Chief Executive Officer of Fiera Capital. "The addition of
emerging and frontier markets strategies to our strong global
offering in equities would benefit our clients who are consistently
looking for diversification opportunities."
Charlemagne Capital was established in 2000 and today has assets
under management in excess of US$2
billion.
"Fiera Capital is a performance driven, client-focused firm with
a strong emphasis on teamwork. As such, Fiera Capital has committed
to preserve and support the culture and infrastructure of
Charlemagne Capital," said Jayne
Sutcliffe, Chief Executive Officer of Charlemagne Capital.
"Our Board believes that this transaction is an excellent solution
for our broad range of institutional and wealth management
investors, who will benefit from being part of Fiera Capital with
its complementary culture, financial strength and North American
distribution network. In our view, as the fund management industry
evolves, investors will increasingly take comfort from entrusting
assets with a firm which has a strong balance sheet, diversified
product offering and global distribution."
For more information on the transaction and for the definition
of any undefined capitalized terms used please see the public
announcement entitled "Recommended Cash Transaction by Fiera
Capital Corporation and Charlemagne Capital Limited", the full text
of which can be found under the "Investors" tab at:
http://www.fieracapital.com (the "2.7 Public
Announcement").
Building a European distribution network
The Offer, if completed, would allow Fiera Capital to benefit
from a strong European presence and build upon the strategy of
expanding its global footprint. Fiera Capital currently operates
outside of North America with
mandates and distribution channels in South Africa, Japan, Australia and the U.K. as well as select
European markets.
"Over the years, Charlemagne Capital has developed an effective
European distribution network in both the institutional and wealth
management segments," said Sylvain
Brosseau, Global President and Chief Operating Officer of
Fiera Capital. "This strategic acquisition would add complementary
expertise to our existing platforms and strengthen the ability to
serve our North American clients while providing Charlemagne
Capital access to Fiera Capital's existing distribution
network."
Moreover, this transaction would provide increased opportunities
for the expansion of Fiera Capital's existing strategies in the
United Kingdom and Europe. The transaction is expected to provide
low single digit accretion to adjusted earnings per share ("EPS")
in the 2017 fiscal year.
Transaction Summary
Under the terms of the Transaction, Charlemagne Capital
shareholders will be entitled to receive 14
pence in cash in aggregate for each Charlemagne Capital
share. The 14 pence is composed of
11 pence in cash for each Charlemagne
Capital share and a special dividend of 3
pence per Charlemagne Capital share conditional on the
Scheme becoming effective.
The 14 pence per Charlemagne
Capital share represents a premium of approximately:
16.7 per cent. to the Closing Price of 12 pence per Charlemagne Capital Share
(i) on 29 September 2016, being the last Business Day prior to this announcement;
20.8 per cent. to the volume weighted average Closing Price of 11.59 pence per
(ii) Charlemagne Capital Share for the 30 trading days ended 29 September 2016;
37.3 per cent. to the volume weighted average Closing Price of 10.20 pence per
(iii) Charlemagne Capital Share for the 90 trading days ended 29 September 2016; and
43.1 per cent. to the volume weighted average Closing Price of 9.78 pence per
(iv) Charlemagne Capital Share for the 180 trading days ended 29 September 2016.
The 11 pence per share to be paid
by Fiera Capital together with the Special Dividend of 3 pence per share, values the transaction at
approximately £40.7 million.
To date, Fiera Capital has received irrevocable undertakings
from shareholders of Charlemagne Capital in respect of a total of
122,613,472 Charlemagne Capital shares, representing approximately
42.15 per cent of its issued share capital.
The Offer is subject to a number of Conditions, including
regulatory approvals.
The Offer is proposed to be implemented by means of a
Court-approved scheme of arrangement.
The Offer is expected to be completed after the Conditions have
been satisfied.
For more information, please consult the 2.7 Public
Announcement, which can be found under the investor tab at:
http://www.fieracapital.com.
Conference Call
A conference call with senior executives to discuss the
transaction will be held, Friday, September
30, 2016, at 10:00 A.M. Eastern
Time, by phone at 1-888-231-8191 (North America toll-free number) or
0-800-051-7107 (United Kingdom
toll-free number), conference ID: 89402003. Media are invited to
participate in the call on a listen-only basis.
The investor's presentation will be available on the website of
Fiera Capital under the "Investors" tab.
The conference call recording will be available until
October 7, 2016 by dialing
1-855-859-2056 (North America) or
403-451-9481 (United Kingdom) and
entering access code 89402003.
About Fiera Capital Corporation
Fiera Capital is an independent, full service, multi-product
investment firm, providing investment advisory and related
services, with over C$109 billion AUM
as of June 2016. Fiera Capital offers
multi-style investment solutions through diversified investment
strategies to institutional investors, private wealth clients and
retail investors. Fiera Capital and its subsidiaries have
approximately 460 employees, including over 150 investment
professionals, with offices in Montreal, Toronto, Calgary, Vancouver, Halifax, New
York, Boston, Dayton,
Los Angeles and San Francisco. Fiera Capital shares are traded
under the ticker FSZ.TO on the Toronto Stock Exchange.
Fiera Capital is primarily regulated by the AMF in Québec. In
the U.S., asset management services are provided by its U.S.
affiliates, which are investment advisers registered with the U.S.
Securities and Exchange Commission. For more information, visit
http://www.fieracapital.com. Registration with the SEC does not
imply a certain level of skill or training.
Additional information relating to the Firm, including the
Firm's annual information form, is available on SEDAR at
http://www.sedar.com.
About Charlemagne Capital Limited
Charlemagne Capital is a specialist emerging markets equity
investment manager with US$2.2
billion AUM at 31 August 2016,
whose principal activity is the provision of emerging markets asset
management products and services. Its operations are based in the
Isle of Man and London with a branch office in Germany. Its operating subsidiaries are
regulated by the IoM FSA, the FCA and the SEC. For more
information, visit http://www.charlemagnecapital.com
Forward-Looking Statements
This announcement contains a number of forward-looking
statements relating to Fiera Capital and Charlemagne Capital with
respect to, among other matters, the following: financial
condition; results of operations; the respective businesses of
Fiera Capital and Charlemagne Capital; the economic conditions in
which Fiera Capital and Charlemagne Capital operate; benefits of
the Transaction and management plans and objectives. Fiera Capital
and Charlemagne Capital consider any statements that are not
historical facts to be "forward-looking statements". Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof,
identify forward looking statements. These forward-looking
statements involve a number of risks and uncertainties that could
cause actual results to differ materially from those suggested by
them.
With respect to Fiera Capital, these factors include but are not
limited to, market and general economic conditions, the nature of
the financial services industry, and the risks and uncertainties
detailed from time to time in Fiera Capital's interim and annual
consolidated financial statements, and its Annual Report and Annual
Information Form filed on http://www.sedar.com. These
forward-looking statements are made as of the date of this
document, and Fiera Capital assumes no obligation to update or
revise them to reflect new events or circumstances. Due to such
risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.
With respect to management expectations regarding accretion on
adjusted EPS resulting from this transaction in 2017, financial
performance is based on information available to management and
certain assumptions, including the accuracy of Charlemagne
Capital's financial statements, the level of client assets under
management with Charlemagne Capital following the acquisition, as
well as assumptions regarding the growth in Charlemagne Capital's
assets under management and realization of synergies. Actual
results could differ depending on a number of factors, including
the ability to retain key personnel following the acquisition, the
ability to retain clients and assets under management following the
acquisition, general market conditions and currency
fluctuations.
These forward-looking statements are made as of the date of this
document, and Fiera Capital assumes no obligation to update or
revise them to reflect new events or circumstances.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed herein may not occur.
Subject to compliance with applicable law and regulation, neither
Fiera Capital nor Charlemagne Capital undertake any obligation to
update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise.
Non-IFRS Measures
This press release makes reference to adjusted EPS of Fiera
Capital, which is a non-IFRS measure. Adjusted EPS is not a
recognized measure under IFRS, does not have a standardized meaning
under IFRS and is unlikely to be comparable to similar measures
used by other companies. The rationale for the use of non-IFRS
measures is presented in Fiera Capital's Management's Discussion
and Analysis (MD&A), which is available on SEDAR at
http://www.sedar.com.
No profit forecast
Any statements in this announcement regarding the benefits of
the transaction are not and do not constitute a profit forecast for
any period, nor should any statements be interpreted to mean that
earnings or earnings per share will necessarily be greater or
lesser than the historical published earnings per share of Fiera
Capital or Charlemagne Capital as appropriate.
Media Contact
Marie-Claude Frenette,
Communications,
Fiera Capital Corporation,
+1-514-954-3784,
mcfrenette@fieracapital.com