08:33:21 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



AGF Management Ltd
Symbol AGF
Shares Issued 68,008,749
Close 2022-09-30 C$ 6.06
Market Cap C$ 412,133,019
Recent Sedar Documents

AGF may buy back up to $40M in Class B shares under SIB

2022-10-03 10:32 ET - News Release

Ms. Courtney Learmont reports

AGF MANAGEMENT LIMITED ANNOUNCES IMPLEMENTATION AND TERMS OF $40 MILLION SUBSTANTIAL ISSUER BID

AGF Management Ltd. has authorized a substantial issuer bid to purchase for cancellation a number of Class B non-voting shares of the company for an aggregate purchase price not exceeding $40-million. The offer will expire at 5 p.m. (Toronto time) on Nov. 8, 2022, unless extended, varied or withdrawn by AGF.

Details of the offer, including instructions for tendering shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents. The offer documents are expected to be promptly mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR, as well as being posted on the company's website. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer.

Shareholders who wish to participate in the offer will be able to do so through (i) auction tenders, which will allow shareholders who choose to participate in the offer to individually select the price, within a range of not less than $5.85 and not more than $6.75 per Class B non-voting share (in increments of five cents per Class B non-voting share), at which they are willing to sell their Class B non-voting shares, or (ii) purchase price tenders in which they will agree to have a specified number of Class B non-voting shares purchased at a purchase price to be determined pursuant to the auction and have their Class B non-voting shares considered as having been tendered at the minimum price of $5.85 per Class B non-voting share for the purposes of determining the purchase price. Shareholders who validly deposit Class B non-voting shares without specifying the method in which they are tendering such Class B non-voting shares will be deemed to have made a purchase price tender. Upon expiry of the offer, AGF will determine the lowest purchase price (which will not be less than $5.85 per Class B non-voting share and not more than $6.75 per Class B non-voting share) that will allow it to purchase the maximum number of Class B non-voting shares properly tendered to the offer, and not properly withdrawn, having an aggregate purchase price not exceeding $40-million. All Class B non-voting shares purchased by the company pursuant to the offer (including Class B non-voting shares tendered at prices below the purchase price) will be purchased at the same purchase price.

AGF believes that the purchase of Class B non-voting shares is in the best interest of the company and permits AGF to return up to $40-million of capital to shareholders who elect to tender their Class B non-voting shares.

After giving effect to the offer, AGF will continue to have sufficient financial resources and working capital to conduct its continuing business and operations; the offer is not expected to preclude AGF from pursuing its foreseeable business opportunities or the future growth of AGF's business.

As of Sept. 30, 2022, AGF had 57,600 Class A voting common shares and 68,008,749 Class B non-voting shares issued and outstanding. If the purchase price is determined to be $5.85 per Class B non-voting share (which is the minimum price per Class B non-voting share under the offer), the maximum number of Class B non-voting shares that may be purchased by the company is 6,837,606 Class B non-voting shares, or approximately 10.05 per cent of the total number of Class B non-voting shares issued and outstanding. If the purchase price is determined to be $6.75 per Class B non-voting share (which is the maximum price per Class B non-voting share under the offer), the maximum number of Class B non-voting shares that may be purchased by the company is 5,925,925 Class B non-voting shares, or approximately 8.71 per cent of the total number of Class B non-voting shares issued and outstanding.

No director, officer or insider of the company, including Goldring Capital Corp. which is indirectly owned by Blake C. Goldring and Judy G. Goldring, has advised the company that he, she or it intends to deposit Class B non-voting shares under the offer. However, they may decide to deposit Class B non-voting shares to the offer in the event that the circumstances or decisions of any such persons change and, subject to applicable securities laws, such persons may sell their Class B non-voting shares through the facilities of the Toronto Stock Exchange (TSX), or otherwise, during the period prior to the expiry date.

The offer is not conditional upon any minimum number of Class B non-voting shares being properly deposited under the offer. The offer is, however, subject to other conditions and AGF reserves the right, subject to applicable laws, to withdraw, extend or vary the offer if, at any time prior to the payment of any Class B non-voting shares, certain events occur.

The closing price of the Class B non-voting shares on the TSX on Sept. 27, 2022 (the last full trading day before the company announced its intention to make the offer), was $5.65. The closing price of the Class B non-voting shares on the TSX on Sept. 30, 2022 (the last full trading day before the date of this press release), was $6.06. During the six months ended Sept. 30, 2022, the closing prices of the Class B non-voting shares on the TSX have ranged from a low of $5.63 to a high of $8.22 per Class B non-voting share.

AGF has engaged National Bank Financial Inc. to act as exclusive financial adviser for the offer. AGF has also engaged Computershare Investor Services to act as depositary for the offer. Any questions or requests for information regarding the offer may also be directed to the depositary.

About AGF Management Ltd.

Founded in 1957, AGF Management is an independent and globally diverse asset management firm delivering excellence in investing in the public and private markets through its three distinct business lines: AGF Investments, AGF Private Capital and AGF Private Wealth.

AGF brings a disciplined approach focused on providing an exceptional client experience, and incorporating sound responsible and sustainable practices. The firm's investment solutions, driven by its fundamental, quantitative and private investing capabilities, extends globally to a wide range of clients, from financial advisers and their clients, to high-net worth and institutional investors, including pension plans, corporate plans, sovereign wealth funds, endowments and foundations.

Headquartered in Toronto, Canada, AGF has investment operations and client servicing teams spanning on the ground in North America, Europe and Asia. With approximately $40-billion in total assets under management and fee-earning assets, AGF serves more than 800,000 investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.