TIDMSFI
RNS Number : 2986Z
Sagicor Financial Corporation Ltd
16 May 2019
Press Release
FOR IMMEDIATE RELEASE
Barbados, 16 May 2019
Sagicor Financial Corporation Limited Announces Alignvest
Acquisition
II Corporation's Additional Subscription for not less than $200
Million with JMMB Group Limited
Sagicor Financial Corporation Limited ("Sagicor") announced
today that Alignvest Acquisition II Corporation (TSX: AQY.A,
AQY.WT) ("AQY") has entered into a subscription agreement
("Subscription Agreement") with JMMB Group Limited ("JMMB") in
respect of a subscription for AQY Class B shares (which will be
converted on the closing of its qualifying acquisition into AQY
common shares on a one for one basis). The proposed issuance will
be of the greater of: (i) an amount between US$200,000,000 and
US$250,000,000 (as determined by AQY and JMMB prior to the closing
of AQY's qualifying acquisition) worth of Class B shares, and (ii)
such number of
Class B shares which will result in JMMB holding twenty percent
(20%) of all issued and outstanding common shares of the Company
after giving effect to the qualifying acquisition (the "New
Subscription"). The issue price is C$10.00 per Class B share. The
proceeds received by AQY from the New Subscription are intended to
be used in connection with the previously announced proposed
transaction (the "Transaction") involving AQY and Sagicor. The
closing of the New Subscription is conditional on the completion of
the Transaction and the approval of the Toronto Stock Exchange.
JMMB is a leading Jamaican broker-dealer with operations in
Trinidad and Tobago and the Dominican Republic. They are deeply
familiar with the Caribbean financial services market in general,
and with Sagicor, in particular. It is expected that JMMB will be a
long-term investor in New Sagicor.
As part of the New Subscription, and upon completion of the
Transaction, subject to the maintenance of minimum share ownership
in the resulting company ("New Sagicor"), JMMB will have the right
to nominate up to two eligible and qualified directors to serve on
the board of directors of New Sagicor (the "New Sagicor Board")
which would increase the size of the board to fourteen directors.
Those nominees are initially expected to be Keith Duncan, the CEO
of JMMB, and Archibald Campbell, the chairman of the board of
directors of JMMB.
Additionally, subject to certain exclusions, JMMB will receive
participation rights in future offerings of common shares of New
Sagicor, or securities convertible into or exchangeable for common
shares of New Sagicor, for up to five years following the closing
of the Transaction, so long as JMMB continues to own in the
aggregate, directly or indirectly, at least 20% of the common
shares outstanding of New Sagicor, on a fully diluted basis.
Dodridge Miller, President and CEO of Sagicor Financial
Corporation Limited, said "JMMB's investment is a significant vote
of confidence in the strategic direction of Sagicor, and a strong
conviction of our ability to continue to grow the company while
delivering attractive returns to shareholders."
In hailing the success of the Transaction, JMMB Group CEO, Keith
Duncan, said "We are excited about the prospects of what this stake
in AQY will present for JMMB." He continued, "As a pioneering
financial institution, we are always seeking out opportunities that
will add value to our stakeholders. In that vein, we are confident
that having such a stake in a regional market leader, will auger
well for the future growth and financial performance of the JMMB
Group."
Timothy Hodgson, the incoming Chair of the New Sagicor Board,
stated "We are excited to partner with JMMB to execute on our
strategic plan for Sagicor. We believe that JMMB's local knowledge,
financial expertise and capital will be highly additive to
Sagicor's already attractive prospects."
Alignvest has re-affirmed 5:00 p.m. (Toronto time) on May 16,
2019 as the deadline for holders of Class A Restricted Voting
Shares to elect to redeem their Class A Restricted Voting Shares
and the morning of May 23, 2019 as the date for the special
meetings of its shareholders and the extraordinary meeting of its
warrantholders.
Sagicor re-affirms that the scheme meeting of Sagicor
shareholders will be held on June 4, 2019 at 3:30 p.m. (Barbados
time).
About Sagicor Financial Corporation Limited
Sagicor is a leading financial services provider in the
Caribbean, with over 175-years of history, and has a growing
presence as a provider of life insurance products in the United
States. Sagicor offers a wide range of products and services,
including life, health, and general insurance, banking, pensions,
annuities, and real estate. Sagicor's registered office is located
at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda with
its principal office located at Cecil F De Caires Building, Wildey,
St. Michael, Barbados.
Cautionary Statements
Certain information contained in this news release may be
forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements are often, but not
always identified by the use of words such as "expect",
"anticipate", "believe", "foresee", "could", "estimate", "goal",
"intend", "plan", "seek", "will", "may" and "should" and similar
expressions or words suggesting future outcomes. This news release
includes forward-looking information and statements pertaining to,
among other things, the Transaction, the New Subscription, the
holdings of meetings and the completion of the Transaction and the
transactions contemplated in the Subscription Agreement and certain
timing matters.
Readers are cautioned not to place undue reliance on any
forward-looking statements, which reflect Sagicor's expectations
only as of the date of this document. Sagicor disclaims any
obligation to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise,
except as expressly required by law. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
any securities.
For further information please contact:
Sagicor Financial Corporation Limited
Ingrid Card
Vice President, Group Marketing, Communications & Brand
Experience 246-230-5315 or Ingrid_Card@sagicor.com
Samantha Cheung
Executive Vice President, Investor Relations
416-898-4324 or 1-800-342-0719 or
Samantha_Cheung@sagicor.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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