Ms. Jill MacRae reports
HOME CAPITAL GROUP INC. ANNOUNCES COMMENCEMENT AND TERMS OF SUBSTANTIAL ISSUER BID
Home Capital Group Inc. has formally commenced its previously announced
substantial issuer bid, pursuant to which Home Capital
will offer to repurchase for cancellation up to $300-million of its
common shares from shareholders for cash.
The offer is being made by way of a modified Dutch auction, which
allows shareholders to select the price, within the specified range, at
which each shareholder is willing to sell all or a portion of the shares
that such shareholder owns. The offer prices range from $16.50 to
$18.50 per share (in increments of 10 cents per share). The offer will be
for up to a maximum of 18,181,818 shares or approximately 22.66 per cent of Home
Capital's 80,246,349 total issued and outstanding shares based on full
participation and a purchase price equal to the minimum purchase price
per share. The directors and officers of the company have advised that
they will not tender any of their shares pursuant to the offer. As of
the date hereof, the company has not been advised as to whether
Berkshire Hathaway Inc., which beneficially owns or controls
approximately 19.99 per cent of the shares, intends to deposit any of its shares pursuant to the offer, and, if it does, how many shares it may
deposit. Turtle Creek Asset Management Inc., which controls
approximately 17.76 per cent of the shares, has advised the company that it has not yet made a determination with respect to whether it will
deposit any of its shares pursuant to the offer, and, if it does, how
many shares it may deposit.
Shareholders who wish to participate in the offer will be able to do so
through (i) auction tenders in which they will specify the number of
shares being tendered at a price of not less than $16.50 and not more
than $18.50 per share in increments of 10 cents per share,
(ii) purchase price tenders in which they will not specify a price per
share, but will rather agree to have a specified number of shares
purchased at the purchase price to be determined by auction tenders, or
(iii) proportionate tenders in which they will agree to sell, at the
purchase price to be determined by auction tenders, a number of shares
that will result in them maintaining their proportionate equity
ownership in the company following completion of the offer. Shareholders
who validly deposit shares without specifying the method in which they
are tendering their shares will be deemed to have made a purchase price
tender.
Upon expiry of the offer, Home Capital will determine the lowest
purchase price (which will not be more than $18.50 per share and not
less than $16.50 per share) that will allow the company to purchase the
maximum number of shares properly tendered to the offer, and not
properly withdrawn, having an aggregate purchase price not exceeding
$300-million.
If shares with an aggregate purchase price of more than $300-million
are properly tendered and not properly withdrawn, Home Capital will
purchase the shares on a pro rata basis after giving effect to
odd lot tenders (of shareholders beneficially owning fewer than 100
shares), which will not be subject to proration, and proportionate
tenders. In that case, all shares tendered at or below the finally
determined purchase price will be purchased, subject to proration, at
the same purchase price determined pursuant to the terms of the offer.
Shares that are not purchased, including shares tendered pursuant to
auction tenders at prices above the purchase price, will be returned to
shareholders.
The offer will expire at 5 p.m. Eastern Time on Dec. 18, 2018,
unless extended or withdrawn by Home Capital. The offer will not be
conditional upon any minimum number of shares being tendered. The offer
will, however, be subject to other conditions and Home Capital will
reserve the right, subject to applicable laws, to withdraw or amend the
offer, if, at any time prior to the payment of deposited shares, certain
events occur.
The formal offer to purchase and issuer bid circular, together with the
related letter of transmittal and notice of guaranteed delivery, containing the terms and conditions of the offer and
instructions for tendering shares, among other things, are being sent to
shareholders and will be filed on Nov. 12, 2018, with the applicable
securities regulators and will be available on SEDAR.
None of Home Capital nor its board of directors makes any recommendation
to shareholders as to whether to tender or refrain from tendering any or
all of their shares to the offer or as to the purchase price or prices
at which shareholders may choose to tender shares. Shareholders are
urged to read the offer documents carefully and in their entirety, and
to consult their own financial, tax and legal advisers and to make their
own decisions with respect to participation in the offer.
Any questions or requests for assistance in tendering shares to the
offer may be directed to RBC Capital Markets, the dealer manager
for the offer, or to Computershare Investor Services Inc., the depositary for the offer. The contact details for
RBC and Computershare are included in the offer documents.
About Home Capital Group Inc.
Home Capital Group is a public company, traded on the Toronto Stock Exchange (HCG), operating through its principal subsidiary, Home Trust Company. Home Trust is a federally regulated trust company offering residential and non-residential mortgage lending, securitization of insured residential mortgage products, consumer lending, and credit card services. In addition, Home Trust offers deposits through brokers and financial planners, and through a direct-to-consumer deposit brand, Oaken Financial. Home Trust also conducts business through its wholly owned subsidiary, Home Bank.
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