US Financial 15 Split Corp. Announces Mailing of Notice of Meeting and Management Information Circular
21 Marzo 2012 - 3:16PM
Marketwired
The Board of Directors of US Financial 15 Split Corp. (the
"Company") today announced that the Notice of Special Meeting of
Shareholders and Management Information Circular relating to the
previously announced special meeting of the holders of the
Company's Preferred Shares and Class A Shares (the "Shareholders"),
to be held at 10:00 a.m. (Eastern standard time) on April 16, 2012,
has been mailed to the Shareholders. The Company invests in a
portfolio of 15 U.S. financial services companies as follows:
American Express, Bank of America, Bank of New York Mellon Corp.,
Citigroup, CME Group Inc., Fifth Third Bancorp, The Goldman Sachs
Group, J.P. Morgan Chase & Co., Morgan Stanley, PNC Financial
Services group Inc., Regions Financial Corp., State Street Corp.,
SunTrust Banks, U.S. Bancorp, and Wells Fargo. Shares held within
the Portfolio are expected to range between 4-8% in weight but may
vary from time to time.
The purpose of the meeting is to consider and vote upon a
special resolution to reorganize the Company, including a capital
reorganization of the Preferred Shares of the Company and an
extension of the termination date of the Company as described in
the Management Information Circular. Extending the life of the
Company would allow Shareholders to participate in any
strengthening in the U.S. financial services sector:
-- Preferred Shareholders will receive an additional opportunity to
participate in increases in the net asset value as a result of the
issuance of two classes of warrants; and
-- Class A Shareholders could benefit from any market appreciation or
dividend increase over the extended time period;
If the capital reorganization is approved Preferred Shareholders
would receive the following securities for each Preferred Share
held on or about June 28, 2012 (the "Conversion Date"):
One 2012 Preferred Share - paying initially a monthly cumulative
preferential cash dividend in an amount equal to 5.25% per annum of
the net asset value per Unit calculated as at the end of the
preceding month, payable to holders of 2012 Preferred Shares of
record on a Distribution Date, up to a monthly maximum dividend of
$0.04375 per 2012 Preferred Share;
One 2013 Warrant - each 2013 Warrant can be exercised to
purchase one 2012 Preferred Share and one Class A Share (together a
"Unit") for an exercise price of the lesser of $5.50 and 103% of
the net asset value of the Company on the Conversion Date (the
"2013 Warrant Subscription Price") on any business day during the
period commencing at market open (Eastern time) on the day
following the Conversion Date and ending at 5:00 p.m. (Eastern
time) on June 3, 2013; and
One 2014 Warrant - each 2014 Warrant can be exercised to
purchase one Unit for an exercise price of 105% of the 2013 Warrant
Subscription Price on any business day during the period commencing
at market open (Eastern time) on the day following the Conversion
Date and ending at 5:00 p.m. (Eastern time) on June 2, 2014.
In addition, if the capital reorganization is approved, Class A
Shareholders and Preferred Shareholders will be provided with a
Special Retraction Right as described in the Management Information
Circular which is designed to provide Shareholders with an
opportunity to retract their Shares, if they so wish, and receive a
retraction price that is calculated in the same way that such price
would be calculated if the Company were to terminate on December 1,
2012 as originally contemplated.
The special resolution also allows the Board of Directors to
provide subsequent 6 year extension terms while continuing to
provide all Shareholders with the same retraction right entitlement
at each extension date as they would have had if the term of the
Company were not to be so extended. The ability to extend the
termination date will save the Company all of the associated costs
of holding a special shareholders meeting while still retaining
each Shareholder's right to retract their Shares on the same basis
as if a termination date had occurred. The resolution provides the
Board with the ability to modify the dividend formula for ensuing
extension terms beyond December 1, 2018 if necessary, to reflect
market conditions existing at that time.
For full details, please review the Notice of Special Meeting of
Shareholders and the Management Information Circular which is
available on SEDAR and the Company's website at
www.financial15.com.
Certain statements included in this news release constitute
forward-looking statements, including, but not limited to, those
identified by the expressions "expect", "intend", "will" and
similar expressions to the extent they relate to the Company. The
forward-looking statements are not historical facts but reflect the
Company's current expectations regarding future results or events.
These forward-looking statements are subject to a number of risks
and uncertainties that could cause actual results or events to
differ materially from current expectations. Although the Company
believes that the assumptions inherent in the forward-looking
statements are reasonable, forward-looking statements are not
guarantees of future performance and, accordingly, readers are
cautioned not to place undue reliance on such statements due to the
inherent uncertainty therein. The Company undertakes no obligation
to update publicly or otherwise revise any forward-looking
statement or information whether as a result of new information,
future events or other such factors which affect this information,
except as required by law.
Contacts: US Financial 15 Split Corp. Investor Relations
416-304-4443 or toll free at 1-877-4-Quadra (1-877-478-2372)
www.financial15.com
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