TIDMSFI
RNS Number : 0287W
Sagicor Financial Corporation Ltd
06 December 2019
Press Release
Sagicor Financial Corporation Limited and Alignvest Acquisition
II Corporation Announce Closing and Subsequent Listing on The
Toronto Stock Exchange
Barbados and Toronto, December 5, 2019 - Sagicor Financial
Corporation Limited ("SFCL") and Alignvest Acquisition II
Corporation ("AQY") are pleased to announce that they have
completed the business combination transaction involving the
transfer of all issued and outstanding shares in SFCL to AQY in
exchange for shareholders of SFCL receiving cash or shares of AQY.
The resulting entity is named Sagicor Financial Company Ltd.
("Sagicor").
As a result of the closing, Sagicor will retain over US$440
million of net cash and will be exceptionally well-capitalized.
Sagicor expects to utilize the cash for growth and for capital
optimization purposes.
"The completion of this transaction represents a transformative
milestone in our long history. We are excited and prepared to have
global exposure with our listing on The Toronto Stock Exchange,"
said Dodridge Miller, President and Chief Executive Officer of
Sagicor Financial Company Ltd. "We are pleased to welcome our new
shareholders and look forward to their ongoing support. Sagicor's
brand remains strong and we will continue to deliver on the promise
of Wise Financial Thinking for Life(TM) to all of our clients."
"Sagicor has been a true industry leader in the primary markets
in which it operates," said Timothy Hodgson, current Chairman of
AQY and the newly appointed Chairman of Sagicor. "We're looking
forward to working with the incredible talent at Sagicor to
continue to create value for our shareholders."
Sagicor's registered office will continue in Bermuda and the
head office will remain in Barbados.
Details of Shares and Share Exchange Ratio
The shares and warrants of AQY are listed on The Toronto Stock
Exchange and currently trade under the symbols "AQY.A" and
"AQY.WT", respectively, and are expected to trade under the new
symbols "SFC" and "SFC.W", respectively, commencing on or about
December 9, 2019. With a listing on The Toronto Stock Exchange,
SFCL's common shares, formerly listed on the Barbados Stock
Exchange, the Trinidad and Tobago Stock Exchange and the London
Stock Exchange, have ceased trading and are being delisted from
these exchanges.
As a result of the closing of this transaction, approximately
147.8 million common shares of Sagicor will be issued and
outstanding including approximately 6.44 million shares held in
escrow and subject to performance measures.
Share Exchange Ratio
SFCL and AQY had agreed to a value of US$1.75 per SFCL common
share. Each SFCL common share not exchanged for cash will be
exchanged for Sagicor shares based on an exchange ratio of 0.231023
per share or 4.328 SFCL shares per common share of Sagicor.
Other Sagicor Shareholder Matters
For SFCL shareholders who had elected to receive cash at the
time of the June election deadline, the payment of such cash is
expected to be mailed to them on or before December 16, 2019.
For Sagicor shareholders who will receive shares as per the
share exchange terms, a Direct Registration System (DRS) statement
will be issued by the TSX Trust within 30 business days of the
December 5, 2019 closing date. Shareholders will be able to
transfer their shares to a qualified broker of their choice if they
wish to trade their shares. Details with respect to processes or
shareholder matters including the facilitation of the opening of
brokerage accounts that will allow Sagicor shareholders to trade on
The Toronto Stock Exchange will be available on Sagicor's website
at www.sagicor.com in the shareholder section of the investor
relations platform as information becomes available.
All current and prior information related to the Arrangement and
other transactions may be found on the section of the investor
relations platform under "Shareholder" at www.sagicor.com or on
Sagicor's profile at www.sedar.com.
About Sagicor Financial Company Ltd.
Sagicor Financial Company Ltd. (TSX: SFC) is a leading financial
services provider in the Caribbean, with almost 180 years of
history, and has a growing presence as a provider of life insurance
products in the United States, with over US$1.4 billion in total
annual premiums. Sagicor has over 4500 employees and 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.
Certain information contained in this news release may be
forward-looking statements within the meaning of Canadian
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 use of cash for growth and for capital
optimization purposes. These forward-looking statements reflect
material factors and expectations and assumptions of Sagicor and
AQY. Sagicor's and AQY's estimates, beliefs and assumptions are
inherently subject to uncertainties and contingencies regarding
future events and as such, are subject to change. No assurance can
be given that growth or capital optimization will occur or be
successful. Risks and uncertainties not presently known to Sagicor
or AQY or that it presently believes are not material could cause
actual results or events to differ materially from those expressed
in its forward-looking statements. Additional information on these
and other factors that could affect events and results are included
in other documents and reports that will be filed by Sagicor or AQY
with applicable securities regulatory authorities and may be
accessed through the SEDAR website (www.sedar.com) including,
without limitation, the management information circular (as
amended) and prospectus dated February 7, 2019 filed by AQY.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect Sagicor's and AQY's
expectations only as of the date of this document. Sagicor and AQY
disclaim 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.
For further information please contact:
Sagicor Financial Company Ltd.
Media Enquiries
Ingrid Card
Vice President, Group Marketing, Communications & Brand
Experience 246-230-5315 or Ingrid_Card@sagicor.com
Investor Enquiries
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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