Readers are referred to the section "Forward-Looking Statements"
at the end of this release.
MONTRÉAL, Dec. 2, 2020 /CNW
Telbec/ - Power Financial Corporation ("Power Financial" or the
"Corporation") (TSX: PWF.PR.P) (TSX: PWF.PR.Q) announced today that
it does not intend to exercise its right to redeem all or part of
the currently outstanding 8,965,485 Non-Cumulative 5-Year Rate
Reset First Preferred Shares, Series P (the "Series P shares") nor
all or part of the currently outstanding 2,234,515 Non-Cumulative
Floating Rate First Preferred Shares, Series Q (the "Series Q
shares") on January 31, 2021. As a
result, subject to certain conditions, the holders of the Series P
shares have the right to convert all or part of their Series P
shares, on a one-for-one basis, into Series Q shares, and subject
to certain conditions, the holders of the Series Q shares have the
right to convert all or part of their Series Q shares, on a
one-for-one basis, into Series P shares, in each case on
February 1, 2021 (the "Conversion
Date"), pursuant to the terms and conditions of the Series P shares
and the Series Q shares.
Holders of Series P shares who do not exercise their right to
convert their Series P shares into Series Q shares on the
Conversion Date will retain their Series P shares, and holders of
the Series Q shares who do not exercise their right to convert
their Series Q shares into Series P shares on the Conversion Date
will retain their Series Q shares, in each case, subject to certain
conditions.
The foregoing conversion rights of the Series P shares and the
Series Q shares are subject to the conditions that: (i) if Power
Financial determines that there would remain outstanding on the
Conversion Date less than 1,000,000 Series Q shares, after having
taken into account all Series P shares and Series Q shares tendered
for conversion, then holders of Series P shares will not be
entitled to convert their shares into Series Q shares and all
remaining Series Q shares will automatically be converted into
Series P shares without the consent of the holders, on a
one-for-one basis, on the Conversion Date, and (ii) alternatively,
if Power Financial determines that there would remain outstanding
on the Conversion Date less than 1,000,000 Series P shares, after
having taken into account all Series P shares and Series Q shares
tendered for conversion, then holders of Series Q shares will not
be entitled to convert their shares into Series P shares and all
remaining Series P shares will automatically be converted into
Series Q shares without the consent of the holders, on a
one-for-one basis, on the Conversion Date. In either case, Power
Financial will give written notice to that effect to the registered
holders of Series P shares and/or Series Q shares, as the case may
be, no later than January 25,
2021.
The dividend rate applicable to the Series P shares for the
5-year period from January 31, 2021
to but excluding January 31, 2026,
and the dividend rate applicable to the Series Q shares for the
3-month period from January 31, 2021 to but excluding
April 30, 2021, will be determined
and announced by way of a news release on January 4, 2021.
Beneficial owners of Series P shares or Series Q shares who wish
to exercise their conversion right should communicate with their
broker or other nominee to obtain instructions for exercising such
right during the conversion period, which runs from January 4, 2021 until January 18, 2021 at 5:00
p.m. (Eastern Time).
About Power Financial
Power Financial, a wholly owned
subsidiary of Power Corporation of Canada, is an international management and
holding company with interests in financial services and asset
management businesses in Canada,
the United States and Europe. It also has significant holdings in a
portfolio of global companies based in Europe. Power Financial's head office is
located at 751 Victoria Square, Montréal, Québec. To learn
more, visit www.PowerFinancial.com.
Forward-Looking Statements
Certain statements in this
news release, other than statements of historical fact, are
forward-looking statements based on certain assumptions and reflect
the Corporation's current expectations, or with respect to
disclosure regarding the Corporation's public subsidiaries, reflect
such subsidiaries' disclosed current expectations. Forward-looking
statements are provided for the purposes of assisting the reader in
understanding the Corporation's financial performance, financial
position and cash flows as at and for the periods ended on certain
dates and to present information about management's current
expectations and plans relating to the future and the reader is
cautioned that such statements may not be appropriate for other
purposes. These statements may include, without limitation,
statements regarding the operations, business, financial condition,
expected financial results, performance, prospects, opportunities,
priorities, targets, goals, ongoing objectives, strategies and
outlook of the Corporation and its subsidiaries, the intention to
not redeem the Series P shares or the Series Q shares, the giving
of notices to the registered holders and the issuance of a future
news release, as well as the outlook for North American and
international economies for the current fiscal year and subsequent
periods. Forward-looking statements include statements that are
predictive in nature, depend upon or refer to future events or
conditions, or include words such as "expects", "anticipates",
"plans", "believes", "estimates", "seeks", "intends", "targets",
"projects", "forecasts" or negative versions thereof and other
similar expressions, or future or conditional verbs such as "may",
"will", "should", "would" and "could".
By its nature, this information is subject to inherent risks and
uncertainties that may be general or specific and which give rise
to the possibility that expectations, forecasts, predictions,
projections or conclusions will not prove to be accurate, that
assumptions may not be correct and that objectives, strategic goals
and priorities will not be achieved. A variety of factors, many of
which are beyond the Corporation's and its subsidiaries' control,
affect the operations, performance and results of the Corporation
and its subsidiaries and their businesses, and could cause actual
results to differ materially from current expectations of estimated
or anticipated events or results. These factors include, but are
not limited to: the impact or unanticipated impact of general
economic, political and market factors in North America and internationally,
fluctuations in interest rates, inflation and foreign exchange
rates, monetary policies, business investment and the health of
local and global equity and capital markets, management of market
liquidity and funding risks, risks related to investments in
private companies and illiquid securities, risks associated with
financial instruments, changes in accounting policies and methods
used to report financial condition (including uncertainties
associated with significant judgments, estimates and assumptions),
the effect of applying future accounting changes, business
competition, operational and reputational risks, technological
changes, cybersecurity risks, changes in government regulation and
legislation, changes in tax laws, unexpected judicial or regulatory
proceedings, catastrophic events, man-made disasters, terrorist
attacks, wars and other conflicts, or an outbreak of a public
health pandemic or other public health crises (such as COVID-19),
the Corporation's and its subsidiaries' ability to complete
strategic transactions, integrate acquisitions and implement other
growth strategies, and the Corporation's and its subsidiaries'
success in anticipating and managing the foregoing
factors.
The reader is cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue
reliance on forward-looking statements. Information contained in
forward-looking statements is based upon certain material
assumptions that were applied in drawing a conclusion or making a
forecast or projection, including management's perceptions of
historical trends, current conditions and expected future
developments, as well as other considerations that are believed to
be appropriate in the circumstances, including that the list of
factors in the previous paragraph, collectively, are not expected
to have a material impact on the Corporation and its subsidiaries.
While the Corporation considers these assumptions to be reasonable
based on information currently available to management, they may
prove to be incorrect.
Other than as specifically required by applicable Canadian law,
the Corporation undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which such statement is made, or to reflect the
occurrence of unanticipated events, whether as a result of new
information, future events or results, or otherwise.
Additional information about the risks and uncertainties of the
Corporation's business and material factors or assumptions on which
information contained in forward-looking statements is based is
provided in its disclosure materials, including its most recent
Management's Discussion and Analysis and Annual Information Form,
filed with the securities regulatory authorities in Canada and available at www.sedar.com.
SOURCE Power Financial Corporation
