Mr. Scott Ewert reports
E-L FINANCIAL CORPORATION LIMITED ANNOUNCES OSC RELIEF IN SUBSTANTIAL ISSUER BID
The Ontario Securities Commission has granted an exemptive relief order exempting E-L Financial Corp. Ltd. from complying with the requirement that the company first takes up all of the common shares deposited under its currently under way substantial issuer bid before extending the expiration date of the offer, if the company ultimately determines to extend the offer in the circumstance where the offer is undersubscribed.
Pursuant to the offer, which commenced on Aug. 22, 2022, the company offered to purchase up to $100-million in value of its outstanding shares from holders of shares for cash. The offer will proceed by way of a modified Dutch auction. Shareholders wishing to tender to the offer will be entitled to do so pursuant to: (i) auction tenders in which they will specify the number of shares being tendered at a price of not less than $825 and not more than $975 per share in increments of $5 per share; or (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.
The purchase price to be paid by the company for each validly deposited share will be based on the number of shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by shareholders making auction tenders. The purchase price will be the lowest price which enables the company to purchase the maximum number of shares not exceeding an aggregate of $100-million in value based on valid auction tenders and purchase price tenders, determined in accordance with the terms of the offer. Shares deposited at or below the finally determined purchase price will be purchased at such purchase price. Shares that are not taken up in connection with the offer, including shares deposited pursuant to auction tenders at prices above the purchase price, will be returned to the shareholders.
If the aggregate purchase price for shares validly tendered pursuant to auction tenders and purchase price tenders is greater than the amount available for auction tenders and purchase price tenders, the company will purchase shares from the holders of shares who made purchase price tenders or tendered at or below the finally determined purchase price on a pro rata basis, except that odd lot holders (holders of fewer than 100 shares) will not be subject to proration.
The offer is currently set to expire at 5 p.m. Eastern Time on Sept. 26, 2022, unless withdrawn or extended. The offer is not conditional upon any minimum number of shares being tendered. The offer is, however, subject to other conditions, and the company reserves 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.
As set out in the issuer bid circular, the company applied for exemptive relief from the OSC to permit the company to extend the offer in circumstances in which all of the terms and conditions of the offer have either been satisfied or waived by the company, without first taking up shares which have been deposited (and not withdrawn) before the expiration time. On Sept. 22, 2022, the OSC granted the company the relief order providing the extension relief, which will allow the company to, subject to the conditions in the relief order, elect to extend the offer without first taking up all the shares deposited and not withdrawn under the offer.
At this time, the company has not yet determined if it will extend the offer, and the expiration of the offer remains the expiration time. The company will determine whether it will extend the expiration of the offer beyond the expiration time once it determines how many shares have been tendered (and not withdrawn) under the offer, and considers all relevant circumstances. In the event the offer is extended, the company will provide a further news release disclosing the details of such extension.
Details of the offer, including instructions for tendering shares to the offer and the factors considered by the board of directors in making its decision to approve the offer, are included in the formal offer to purchase and issuer bid circular and other related documents. The offer documents are available on the company's profile on SEDAR. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer.
The company has engaged Scotia Capital Inc. to act as financial adviser and dealer manager for the offer. The company has also engaged Computershare Investor Services Inc. to act as depositary for the offer.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of offer to sell shares. The solicitation and the offer to buy shares will only be made pursuant to the offer documents. Any questions or requests for information regarding the offer should be directed to Computershare as the depositary at: 416-263-9200, or Scotiabank as the dealer manager at: 416-945-4642.
About E-L Financial Corp. Ltd.
E-L Financial operates as an investment and insurance holding company. In managing its operations, the company distinguishes between two operating segments, E-L Corporate and Empire Life.
E-L Corporate represents investments in stocks and fixed-income securities held directly and indirectly through pooled funds, closed-end investment companies and other investment companies. The investment strategy is to accumulate shareholder value through long-term capital appreciation and dividend and interest income from its investments.
Empire Life is a subsidiary of the company. Since 1923, Empire Life has provided individual and group life and health insurance, investment, and retirement products to Canadians. Empire Life's mission is to make it simple, fast and easy for Canadians to get the investment, insurance and group benefit coverage they need to build wealth, generate income and achieve financial security.
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