EDMONTON, AB, March 21,
2024 /CNW/ - Canadian Western Bank ("CWB") (TSX:
CWB) today announced that it does not intend to exercise its right
to redeem all or any of its currently outstanding 5,000,000
non-cumulative 5-year rate reset First Preferred Shares Series 5
(the "Series 5 Preferred Shares") (TSX: CWB.PR.B) on April 30, 2024. As a result, subject to certain
conditions described in the prospectus supplement dated
February 3, 2014 relating to the
issuance of the Series 5 Preferred Shares (the "Series 5 Preferred
Share Prospectus"), the holders of the Series 5 Preferred Shares
have the right, at their option, to convert any or all of their
Series 5 Preferred Shares into an equal number of CWB's
non-cumulative floating rate First Preferred Shares Series 6 (the
"Series 6 Preferred Shares"), subject to certain conditions, on
April 30, 2024. In accordance with
the share conditions, a formal notice of the right to convert
Series 5 Preferred Shares into Series 6 Preferred Shares will be
sent to the registered holders of the Series 5 Preferred Shares.
Holders of Series 5 Preferred Shares are not required to elect to
convert all or any part of their Series 5 Preferred Shares into
Series 6 Preferred Shares. Holders who do not exercise their right
to convert their Series 5 Preferred Shares into Series 6 Preferred
Shares on April 30, 2024 will retain
their Series 5 Preferred Shares, unless automatically converted in
accordance with the conditions below.
The foregoing conversion right with respect to the Series 5
Preferred Shares is subject to the conditions that: (i) if, after
April 15, 2024, CWB determines that
there would be less than 500,000 Series 6 Preferred Shares
outstanding on April 30, 2024, then
no Series 5 Preferred Shares will be converted into Series 6
Preferred Shares, and (ii) alternatively, if, after April 15, 2024, CWB determines that there would
be less than 500,000 Series 5 Preferred Shares outstanding on
April 30, 2024, then all remaining
Series 5 Preferred Shares will automatically be converted into an
equal number of Series 6 Preferred Shares on April 30, 2024. In either case, CWB will give
written notice to that effect to any registered holders of Series 5
Preferred Shares affected by the preceding minimums on or before
April 23, 2024.
CWB today also announced that it does not intend to exercise its
right to redeem all or any of its currently outstanding 5,000,000
non-cumulative 5-year rate reset First Preferred Shares Series 9
(Non-Viability Contingent Capital (NVCC)) (the "Series 9 Preferred
Shares") (TSX: CWB.PR.D) on April 30,
2024. As a result, subject to certain conditions described
in the prospectus supplement dated January
22, 2019 relating to the issuance of the Series 9 Preferred
Shares (the "Series 9 Preferred Share Prospectus"), the holders of
the Series 9 Preferred Shares have the right, at their option, to
convert any or all of their Series 9 Preferred Shares into an equal
number of CWB's non-cumulative floating rate First Preferred Shares
Series 10 (Non-Viability Contingent Capital (NVCC)) (the "Series 10
Preferred Shares"), subject to certain conditions, on April 30, 2024. In accordance with the share
conditions, a formal notice of the right to convert Series 9
Preferred Shares into Series 10 Preferred Shares will be sent to
the registered holders of the Series 9 Preferred Shares. Holders of
Series 9 Preferred Shares are not required to elect to convert all
or any part of their Series 9 Preferred Shares into Series 10
Preferred Shares. Holders who do not exercise their right to
convert their Series 9 Preferred Shares into Series 10 Preferred
Shares on April 30, 2024 will retain
their Series 9 Preferred Shares, unless automatically converted in
accordance with the conditions below.
The foregoing conversion right with respect to the Series 9
Preferred Shares is subject to the conditions that: (i) if, after
April 15, 2024, CWB determines that
there would be less than 500,000 Series 10 Preferred Shares
outstanding on April 30, 2024, then
no Series 9 Preferred Shares will be converted into Series 10
Preferred Shares, and (ii) alternatively, if, after April 15, 2024, CWB determines that there would
be less than 500,000 Series 9 Preferred Shares outstanding on
April 30, 2024, then all remaining
Series 9 Preferred Shares will automatically be converted into an
equal number of Series 10 Preferred Shares on April 30, 2024. In either case, CWB will give
written notice to that effect to any registered holders of Series 9
Preferred Shares affected by the preceding minimums on or before
April 23, 2024.
The dividend rate applicable to the Series 5 Preferred Shares
and the Series 9 Preferred Shares for the 5-year period commencing
on May 1, 2024, and ending on and
including April 30, 2029, and the
dividend rate applicable to the Series 6 Preferred Shares and the
Series 10 Preferred Shares for the 3-month period commencing on
May 1, 2024, and ending on and
including July 31, 2024, will be
determined and announced by way of a news release on April 1, 2024. CWB will also give written notice
of these dividend rates to the registered holders of Series 5
Preferred Shares and the Series 9 Preferred Shares, as
applicable.
Beneficial owners of Series 5 Preferred Shares and Series 9
Preferred Shares who wish to exercise their right of conversion
should instruct their broker or other nominee to exercise such
right before 5:00 p.m. (EDT) on
April 15, 2024. Conversion inquiries
should be directed to CWB's Registrar and Transfer Agent,
Computershare, at 1-800-564-6253.
Subject to certain conditions described in the Series 5
Preferred Share Prospectus and the Series 9 Preferred Share
Prospectus, CWB may redeem the Series 5 Preferred Shares and the
Series 9 Preferred Shares, as applicable, in whole or in part, on
April 30, 2029 and on April 30 every five years thereafter and may
redeem the Series 6 Preferred Shares and the Series 10 Preferred
Shares, as applicable, in whole or in part, after April 30, 2024.
The Toronto Stock Exchange ("TSX") has conditionally approved
the listing of the Series 6 Preferred Shares and the Series 10
Preferred Shares effective upon conversion. Listing of the Series 6
Preferred Shares is subject to CWB fulfilling all the listing
requirements of the TSX and, upon approval, the Series 6 Preferred
Shares will be listed on the TSX under the trading symbol
"CWB.PR.E". Listing of the Series 10 Preferred Shares is subject to
CWB fulfilling all the listing requirements of the TSX and, upon
approval, the Series 10 Preferred Shares will be listed on the TSX
under the trading symbol "CWB.PR.F".
The Series 5 Preferred Shares, Series 6 Preferred Shares, Series
9 Preferred Shares and Series 10 Preferred Shares have not been and
will not be registered in the United
States under the United States Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state
of the United States and may not
be offered, sold or delivered, directly or indirectly in
the United States or to, or for
the account or benefit of, a "U.S. person" (as defined in
Regulation S under the Securities Act) absent registration or an
applicable exemption from such registration requirements. This
press release does not constitute an offer to sell or a
solicitation to buy securities in the
United States and any public offering of the securities in
the United States must be made by
means of a prospectus.
About CWB Financial
Group
CWB is the only full-service financial institution in
Canada with a strategic focus to
meet the unique financial needs of businesses and their owners. We
provide nationwide full-service business and personal banking,
specialized financing, comprehensive wealth management offerings,
and trust services. Our teams deliver a uniquely proactive and
differentiated level of service to clients in targeted industries
where we have deep expertise. Clients choose CWB for our highly
personalized service, specialized expertise, customized solutions
and faster response times.
As a public company on the Toronto Stock Exchange (TSX), CWB
trades under the symbols "CWB" (common shares), "CWB.PR.B" (Series
5 preferred shares) and "CWB.PR.D" (Series 9 preferred shares). We
are firmly committed to the responsible creation of value for all
our stakeholders and our approach to sustainability will support
our continued success. Learn more at www.cwb.com.
SOURCE CWB Financial Group