TORONTO, Nov. 9, 2020 /CNW/ - E-L Financial Corporation
Limited (TSX:ELF) (TSX:ELF.PR.F) (TSX:ELF.PR.G) (TSX:ELF.PR.H) (the
"Company") announced today its intention to commence a
substantial issuer bid (the "Offer") pursuant to which the
Company will offer to purchase up to $100,000,000 in value of its outstanding common
shares (the "Shares") from holders of Shares (the
"Shareholders") for cash. As of November 6, 2020, there were 3,818,439 Shares
issued and outstanding. The Offer would be for approximately 4.0%
of the total number of issued and outstanding Shares if the
purchase price is determined to be $650.00 (which is the minimum price per Share
under the Offer) or approximately 3.5% of the total number of
issued and outstanding Shares if the purchase price is determined
to be $750.00 (which is the maximum
price per Share under the Offer).
The Offer will proceed by way of a "modified Dutch auction".
Holders of Shares wishing to tender to the Offer will be entitled
to do so pursuant to: (i) auction tenders in which they will
specify the number of Shares being tendered at a price of not less
than $650.00 and not more than
$750.00 per Share in increments of
$5.00 per Share, or (ii) purchase
price tenders in which they will not specify a price per Share, but
will rather agree to have a specified number of Shares purchased at
the purchase price to be determined by auction tenders.
The purchase price to be paid by the Company for each validly
deposited Share will be based on the number of Shares validly
deposited pursuant to auction tenders and purchase price tenders,
and the prices specified by Shareholders making auction tenders.
The purchase price will be the lowest price which enables the
Company to purchase the maximum number of Shares not exceeding an
aggregate of $100,000,000 in
value based on valid auction tenders and purchase price
tenders, determined in accordance with the terms of the Offer.
Shares deposited at or below the finally determined purchase price
will be purchased at such purchase price. Shares that are not taken
up in connection with the Offer, including Shares deposited
pursuant to auction tenders at prices above the purchase price,
will be returned to the Shareholders.
If the aggregate purchase price for Shares validly tendered
pursuant to auction tenders and purchase price tenders is greater
than the amount available for auction tenders and purchase price
tenders, the Company will purchase Shares from the holders of
Shares who made purchase price tenders or tendered at or below the
finally determined purchase price on a pro rata basis, except that
"odd lot" holders (holders of less than 100 Shares) will not be
subject to proration.
The Offer will commence on November
11, 2020 and expire at 11:59
p.m. (Eastern time) on December 16, 2020 (the
"Expiration Time"), unless withdrawn or extended. The Offer
will not be conditional upon any minimum number of Shares being
tendered. The Offer will, however, be subject to other conditions
and the Company will reserve the right, subject to applicable laws,
to withdraw or amend the Offer, if, at any time prior to the
payment of deposited Shares, certain events occur.
Details of the Offer, including instructions for tendering
Shares to the Offer and the factors considered by the Board of
Directors in making its decision to approve the Offer, will be
included in the formal offer to purchase and issuer bid circular
and other related documents (the "Offer Documents"),
which are expected to be mailed to Shareholders, filed with
applicable Canadian Securities Administrators and made available
free of charge on or about November 11, 2020 on SEDAR at
www.sedar.com. Shareholders should carefully read the Offer
Documents prior to making a decision with respect to the Offer.
The Board of Directors of the Company has obtained a liquidity
opinion from Cormark Securities Inc. ("Cormark") to the
effect that, based on and subject to the qualifications,
assumptions and limitations stated in such opinion, a liquid market
exists for the Shares as of the date hereof, and that it is
reasonable to conclude that, following the completion of the Offer
in accordance with its terms, there will be a market for the
holders of Shares who do not tender to the Offer that is not
materially less liquid than the market that existed at the time of
the making of the Offer. A copy of the opinion of Cormark
Securities Inc. will be included in the Offer Documents.
The Company has engaged Scotia Capital Inc.
("Scotiabank") to act as financial advisor and dealer
manager for the Offer. The Company has also engaged Computershare
Trust Company of Canada
("Computershare") to act as depositary for the Offer.
The Board of Directors of the Company has approved the Offer.
However, none of the Company, its Board of Directors, Scotiabank,
Cormark or Computershare makes any recommendation to any
Shareholder as to whether to deposit or refrain from depositing
Shares under the Offer. Shareholders are urged to evaluate
carefully all information in the Offer, consult their own
financial, legal, investment and tax advisors and make their own
decisions as to whether to deposit Shares under the Offer, and, if
so, how many Shares to deposit and at what prices.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of offer to sell
Shares. The solicitation and the offer to buy Shares will only be
made pursuant to the formal offer to purchase, the issuer bid
circular and other related documents.
Any questions or requests for information regarding the Offer
should be directed to Computershare, as the depositary at:
416-263-9200, or Scotiabank, as the dealer manager at:
Forward Looking Statements
This press release may
contain forward-looking information within the meaning of
applicable securities regulation. The words "may", "will", "would",
"should", "could", "expects", "plans", "intends", "trends",
"indications", "anticipates", "believes", "estimates", "predicts",
"likely" or "potential" or the negative or other variations of
these words or other comparable words or phrases, are intended to
identify forward-looking statements. These statements include,
without limitation, statements regarding the Company's intentions
and expectations with respect to the Offer, the terms and
conditions of the Offer, including the aggregate number of Shares
to be purchased for cancellation under the Offer and the expected
expiration date of the Offer, and purchases thereunder and the
effects of purchases under the Offer. Purchases made under the
Offer are not guaranteed and may be suspended at the discretion of
the Board of Directors. The Company believes the expectations
reflected in the forward-looking statements in this press release
are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward- looking
statements should not be unduly relied upon. Forward-looking
information is based on a number of assumptions and is subject to a
number of risks and uncertainties that may cause the results or
events mentioned in this press release to differ materially from
those that are discussed in or implied by such forward-looking
information. These risks and uncertainties include, but are not
limited to, general, local economic, and business conditions. All
forward-looking information in this press release speaks as of the
date hereof. The Company does not undertake to update any such
forward-looking information whether as a result of new information,
future events or otherwise. Additional information about these
assumptions and risks and uncertainties is disclosed in filings
with securities regulators filed on SEDAR (www.sedar.com).
About E-L Financial Corporation Limited
E-L Financial operates as an investment and insurance holding
company. In managing its operations, the Company distinguishes
between two operating segments, E-L Corporate and Empire Life.
E-L Corporate represents investments in stocks and fixed income
securities held directly and indirectly through pooled funds,
closed-end investment companies and other investment companies. The
investment strategy is to accumulate shareholder value through
long-term capital appreciation and dividend and interest income
from its investments.
Empire Life is a subsidiary of the Company. Since 1923, Empire
Life has provided individual and group life and health insurance,
investment and retirement products to Canadians. Empire Life's
mission is to make it simple, fast and easy for Canadians to get
the investment, insurance and group benefits coverage they need to
build wealth, generate income, and achieve financial security.
SOURCE E-L Financial Corporation