TORONTO and BARBADOS, May 3,
2021 /CNW/ - Sagicor Financial Company Ltd. ("Sagicor"
or the "Company") today announced that it has commenced a cash
tender offer (the "Tender Offer") for any and all of the
outstanding 8.875% Senior Notes due 2022 issued by its subsidiary
Sagicor Finance (2015) Limited (the "Securities").
The Tender Offer will expire at 5:00
p.m., New York City time,
on May 7, 2021, unless extended or
earlier terminated by the Company. It is anticipated that the
settlement date will be on May 13,
2021. The dealer managers for the Tender Offer are J.P.
Morgan Securities LLC and RBC Capital Markets, LLC.
The obligation of the Company to accept and pay for Securities
in the Tender Offer is subject to the satisfaction or waiver of a
number of conditions, including the receipt by the Company of
proceeds from the proposed separate issuance of securities (the
"New Notes") on terms satisfactory to the Company, in its sole
discretion (the "New Notes Issuance"), generating net proceeds in
an amount sufficient pay for the repurchase of the Securities
pursuant to the Tender Offer (the "Financing Condition"). The
Company reserves the right, in its sole discretion, to waive any
and all conditions of the Tender Offer, including the Financing
Condition, at or prior to the settlement date. The Tender Offer is
not conditioned upon any minimum amount of Securities being
tendered.
The New Notes to be issued in the separate New Notes Issuance
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), any Canadian
securities laws or any securities laws of any other jurisdiction.
The New Notes are being offered and sold in the separate New Notes
Issuance only to "qualified institutional buyers" as defined in and
in accordance with Rule 144A under the Securities Act and outside
the United States in accordance
with Regulation S under the Securities Act and applicable local
securities laws.
This press release is for informational purposes only and does
not constitute or form part of any offer or invitation to purchase,
or any solicitation of any offer to sell, the Securities or any
other securities in Canada,
the United States or any other
country, nor shall it or any part of it, or the fact of its
release, form the basis of, or be relied on or in connection with,
any contract therefor.
None of the U.S. Securities and Exchange Commission, any U.S.
state securities commission, any Canadian securities regulatory
authority or any regulatory authority of any other country has
approved or disapproved of the Tender Offer, passed upon the merits
or fairness of the Tender Offer or passed upon the adequacy or
accuracy of the disclosure in any offering document. Any
representation to the contrary is a criminal offense.
About Sagicor Financial Company Ltd.
Sagicor Financial Company Ltd. (TSX: SFC) is a leading financial
services provider in the Caribbean, with over 180 years of history, and
has a growing presence as a provider of life insurance products in
the United States. Sagicor 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. Additional
information about Sagicor can be obtained by visiting
www.sagicor.com.
Cautionary Statements
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", "would" and "should" and
similar expressions or words suggesting future outcomes. This news
release includes forward-looking information and statements. These
forward-looking statements reflect material factors and
expectations and assumptions of Sagicor. Sagicor's estimates,
beliefs and assumptions are inherently subject to uncertainties and
contingencies regarding future events and as such, are subject to
change. Risks and uncertainties not presently known to Sagicor 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 with
applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com). Readers are cautioned
not to place undue reliance on these forward-looking statements,
which reflect Sagicor's expectations only as of the date of this
document. Sagicor disclaims 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.
SOURCE Sagicor Financial Company Ltd.