/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
CWB Preferred Shares Series 5 & 9: Approved
CWB Limited Recourse Capital Notes Series 1 & 2:
Approved
MONTREAL and EDMONTON, AB, Nov. 28,
2024 /CNW/ - On October 16,
2024, National Bank of Canada (TSX: NA) ("National Bank") and
Canadian Western Bank (TSX: CWB) ("CWB") announced a tier 1
capital reorganization, involving the amendments to the following
CWB securities:
- $125 million First Preferred
Shares Series 5 (Non-Viability Contingent Capital (NVCC)) (the
"Series 5 Preferred Shares");
- $125 million First Preferred
Shares Series 9 (NVCC) (the "Series 9 Preferred Shares" and
together with the Series 5 Preferred Shares, the "Preferred
Shares");
- $175 million 6.00% Limited
Recourse Capital Notes Series 1 (NVCC) (Subordinated Indebtedness)
(the "Series 1 LRCNs"); and
- $150 million 5.00% Limited
Recourse Capital Notes Series 2 (NVCC) (Subordinated Indebtedness)
(the "Series 2 LRCNs" and together with the Series 1 LRCNs,
the "LRCNs").
The Preferred Share Amendments
CWB is pleased to announce the voting results from
its special meetings of the holders of the Series 5 Preferred
Shares and the Series 9 Preferred Shares, which were conducted
today to approve certain amendments to the terms of the Series 5
Preferred Shares and the Series 9 Preferred Shares (the
"Preferred Share Amendments"):
- Series 5 Preferred Shares: the resolution was approved by
95.48% of the votes cast by Series 5 Preferred Shareholders;
and
- Series 9 Preferred Shares: the resolution was approved by
93.90% of the votes cast by Series 9 Preferred Shareholders.
The amendments required the approval of 66⅔% of the votes cast
by the applicable series of CWB Preferred Shareholders present or
represented by proxy and entitled to vote at the applicable
meeting. Copies of both reports of voting results will be available
on CWB's SEDAR+ profile at www.sedarplus.com.
The LRCN Amendments
CWB is also pleased to announce the results from the consent
solicitation of the holders of the Series 1 LRCNs and Series 2
LRCNs to approve certain amendments to the indentures governing the
Series 1 LRCNs and the Series 2 LRCNs (the "LRCN
Amendments"). Written consent of the holders of a majority in
principal amount of each series of LRCNs, as applicable, approving
the amendments to the indentures of the Series 1 LRCNs and Series 2
LRCNs was obtained.
The LRCN Amendments required the written consent of the holders
of a majority in principal amount of each of the outstanding series
of LRCNs and the consent solicitation cut-off time was today at
5:00 p.m. (Mountain Time).
As previously announced, the Preferred Share Amendments and the
LRCN Amendments have been proposed pursuant to CWB's covenant in
the transaction agreement for the previously announced acquisition
of all of the common shares of CWB by National Bank (the
"Transaction") to take certain corporate actions prior to
the completion of the Transaction in order to permit the exchange
of the CWB Preferred Shares into new National Bank preferred shares
and an early redemption of the LRCNs.
Implementation and Consent Fees
The implementation of the Preferred Share Amendments and the
LRCN Amendments is conditional upon, among other things, the
completion of the Transaction, which requires approval by the
Superintendent of Financial Institutions (Canada) and the Minister of Finance
(Canada). The implementation
of the Preferred Share Amendments is also subject to approval of
the Toronto Stock Exchange (the "TSX") to list the new First
Preferred Shares of National Bank.
As further described in the management proxy circular of CWB in
respect of the meetings, and subject to the Preferred Share
Amendments coming into force, a consent fee of $0.50 per Preferred Share will be payable to the
holders of Preferred Shares who voted, either in person or by
proxy, regardless of whether such vote was for or against the
applicable Preferred Share Amendment.
As further described in the consent solicitation statements of
CWB in respect of the Series 1 LRCNs and Series 2 LRCNs, if the
LRCN Amendments come into force, CWB will pay a consent fee to the
holders of Series 1 LRCNs and Series 2 LRCNs in the amounts set out
in the consent solicitation statements.
NO OFFER OR SOLICITATION
This news release is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell any securities, or a solicitation of a proxy or consent of
any securityholder of any person in any jurisdiction. Any offers or
solicitations will be made in accordance with the requirements
under applicable law. The circulation of this press release may be
subject to a specific regulation or restrictions in some countries.
Consequently, persons in possession of this press release must
familiarize themselves and comply with any restrictions that may
apply to them.
NOTICE TO U.S. HOLDERS OF CWB PREFERRED SHARES
National Bank has furnished a Form CB, which included CWB's
Circular and related documents, with the United States Securities
and Exchange Commission ("SEC") in respect of National Bank
Preferred Shares to be offered or exchanged to U.S. holders of CWB
Preferred Shares in connection with the Preferred Share Amendments.
Investors and holders of CWB Preferred Shares are urged to read
such Form CB, Circular and all other relevant documents furnished
with the SEC in connection with the offer or exchange, as well as
any amendments or supplements to those documents. You are able to
obtain a free copy of such Form CB, Circular, as well as other
related documents, at the SEC's website (www.sec.gov). The National
Bank Preferred Shares that will be issued to U.S. holders of the
Preferred Shares in connection with the Preferred Share Amendments
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act") or the securities
laws of any state of the United
States and will be issued in reliance on the exemption from
the registration requirements of the Securities Act set forth in
Rule 802 thereunder.
ABOUT NATIONAL BANK
With $454 billion in assets as at
July 31, 2024, National Bank of
Canada is one of Canada's six systemically important banks.
National Bank has approximately 30,000 employees in
knowledge-intensive positions and operates through three business
segments in Canada: Personal and
Commercial Banking, Wealth Management and Financial Markets. A
fourth segment, U.S. Specialty Finance and International,
complements the growth of its domestic operations. Its securities
are listed on the Toronto Stock Exchange (TSX: NA). Follow National
Bank's activities at nbc.ca or via social media.
ABOUT CWB
CWB is the only full-service bank in Canada with a strategic focus to meet the
unique financial needs of businesses and their owners. CWB provides
its nationwide clients with full-service business and personal
banking, specialized financing, comprehensive wealth management
offerings, and trust services. Clients choose CWB for a
differentiated level of service through specialized expertise,
customized solutions, and faster response times relative to the
competition. CWB people take the time to understand its clients and
their business, and work as a united team to provide holistic
solutions and advice.
As a public company on the TSX, CWB trades under the symbols
"CWB" (common shares), "CWB.PR.B" (Series 5 preferred shares) and
"CWB.PR.D" (Series 9 preferred shares). CWB is firmly committed to
the responsible creation of value for all its stakeholders and its
approach to sustainability will support its continued success.
Learn more at www.cwb.com.
FORWARD-LOOKING INFORMATION
From time to time, National Bank and CWB make written and verbal
forward-looking statements. Statements of this type are included in
this press release and may be included in filings with Canadian and
U.S. securities regulators or in other communications such as media
releases and corporate presentations. Forward-looking statements in
this press release may include, but are not limited to, statements
regarding the payment of consent fees, the anticipated effects
of the Preferred Share Amendments and the LRCN Amendments, the
approval of the TSX in connection with the Preferred Share
Amendments and the completion of the Transaction. Forward-looking
statements are typically identified by the words "believe",
"expect", "anticipate", "intend", "estimate", "may increase", "may
impact", "goal", "focus", "potential", "proposed" and other similar
expressions, or future or conditional verbs such as "will",
"should", "would" and "could".
By their very nature, forward-looking statements involve
numerous assumptions and are subject to inherent risks and
uncertainties, which give rise to the possibility that National
Bank's and/or CWB's predictions, forecasts, projections,
expectations, and conclusions will not prove to be accurate, that
National Bank's and/or CWB's assumptions may not be correct, and
that National Bank's and/or CWB's strategic goals will not be
achieved. Assumptions underlying forward-looking statements
included in this press release also include the terms and
conditions of the consent solicitation and proposed amendments, the
expected approval of the proposed amendments, the timing of
completion of the Transaction and the conditions precedent to the
closing of the Transaction (including the required regulatory
approvals).
Forward-looking statements in this press release are based on a
number of assumptions and are subject to risk factors, many of
which are beyond National Bank's and CWB's control and the impacts
of which are difficult to predict. These risk factors include, but
are not limited to, the terms and conditions of the Preferred Share
Amendments and LRCN Amendments (including the regulatory approvals
required to implement such amendments); the impact of such
amendments assuming that those are implemented; the intention to
implement the proposed amendments following closing of the
Transaction; the expected timing of completion of the Transaction
and the conditions precedent to the closing of the Transaction
(including the required regulatory approvals); that the Transaction
will be completed on the terms currently contemplated; risk and
uncertainties relating to the expected regulatory processes and
outcomes in connection with the Transaction; National Bank's
inability to successfully integrate CWB upon completion of the
Transaction; the possible delay or failure to close the
Transaction; the potential delay or failure to realize the
anticipated benefits from the Transaction; the potential failure to
obtain the required approvals for the Transaction, including
regulatory approvals, in a timely manner or at all; National Bank's
reliance upon publicly available information of CWB; potential
undisclosed costs or liability associated with the Transaction;
National Bank or CWB being adversely impacted during the pendency
of the Transaction; and assumptions about future events, including
economic conditions and proposed courses of action, based on
National Bank and CWB management's assessment of the relevant
information available as of the date hereof; and National Bank's
and CWB's ability to anticipate and manage the risks associated
with these factors. It is important to note that the preceding list
is not exhaustive of possible factors.
Additional information about certain factors and additional risk
factors can be found in the "Risk Management" section of CWB's 2023
Annual MD&A, in the "Risk Management" section of National
Bank's 2023 Annual Report, in the "Risk Management" section of
National Bank's Report to Shareholders for the third quarter of
2024, as well as in other reports and documents filed by National
Bank and CWB with securities regulators or securities commissions
from time to time and other documents that National Bank and CWB
makes public. These and other factors should be considered
carefully, and readers are cautioned not to place undue reliance on
these forward-looking statements as a number of important factors
could cause CWB's and/or National Bank's actual results to differ
materially from the expectations expressed in such forward-looking
statements. Any forward-looking statements contained in this press
release represent CWB's and National Bank's views as of the date
hereof. Unless required by law, neither CWB or National Bank
undertake to update any forward-looking statement, whether written
or verbal, that may be made from time to time by or on behalf of
CWB or National Bank. CWB and National Bank caution investors that
these forward-looking statements are not guarantees of future
performance and that actual events or results may differ
significantly from these statements due to a number of factors.
SOURCE Canadian Western Bank