TORONTO, Sept. 22,
2022 /CNW/ - E-L Financial Corporation Limited
(TSX:ELF) (TSX:ELF.PR.F) (TSX:ELF.PR.G) (TSX:ELF.PR.H) (the
"Company") announced today that the Ontario Securities
Commission (the "OSC") has granted an exemptive relief order
(the "Relief Order") exempting the Company from complying
with the requirement that the Company first takes up all of the
common shares (the "Shares") deposited under its currently
underway substantial issuer bid (the "Offer") 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 August 22, 2022, the Company offered to purchase
up to $100,000,000 in value of its
outstanding Shares from holders of Shares (the
"Shareholders") 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 $825.00 and
not more than $975.00 per Share in
increments of $5.00 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 $100,000,000 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 less than 100 Shares) will not be
subject to proration.
The Offer is currently set to expire at 5:00 p.m. (Eastern time) on September 26,
2022 (the "Expiration Time"), 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 (the "Extension
Relief"). On September 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"). The Offer
Documents are available on the Company's profile on SEDAR at
www.sedar.com. Shareholders should carefully read the Offer
Documents prior to making a decision with respect to the Offer.
The Company has engaged Scotia Capital Inc.
("Scotiabank") to act as financial advisor and dealer
manager for the Offer. The Company has also engaged Computershare
Investor Services Inc. ("Computershare") 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 Corporation
Limited
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 benefits coverage they need to
build wealth, generate income, and achieve financial security.
Forward Looking
Statements
This press release may contain forward-looking information
within the meaning of applicable securities regulation. The words
"may", "will", "would", "should", "could", "expects", "plans",
"intends", "trends", "indications", "anticipates", "believes",
"estimates", "predicts", "likely" or "potential" or the negative or
other variations of these words or other comparable words or
phrases, are intended to identify forward-looking statements. These
statements include, without limitation, statements regarding the
Company's intentions and expectations with respect to the Offer,
the terms and conditions of the Offer, including the aggregate
number of Shares to be purchased for cancellation under the Offer
and the expected expiration date of the Offer, and purchases
thereunder and the effects of purchases under the Offer. Purchases
made under the Offer are not guaranteed and may be suspended at the
discretion of the Board of Directors. The Company believes the
expectations reflected in the forward-looking statements in this
press release are reasonable but no assurance can be given that
these expectations will prove to be correct and such forward-
looking statements should not be unduly relied upon.
Forward-looking information is based on a number of assumptions and
is subject to a number of risks and uncertainties that may cause
the results or events mentioned in this press release to differ
materially from those that are discussed in or implied by such
forward-looking information. These risks and uncertainties include,
but are not limited to, general, local economic, and business
conditions. All forward-looking information in this press release
speaks as of the date hereof. The Company does not undertake to
update any such forward-looking information whether as a result of
new information, future events or otherwise. Additional information
about these assumptions and risks and uncertainties is disclosed in
filings with securities regulators filed on SEDAR
(www.sedar.com).
SOURCE E-L Financial Corporation Limited