Exchange Bulletin
Sagicor Financial Company Ltd. (SFC, SFC.WT) To Trade On Toronto Stock Exchange
December 5, 2019
Issuer: Alignvest Acquisition II Corporation ("Alignvest")
Resulting Issuer: Sagicor Financial Company Ltd. ("Sagicor")
| Old Securities | Old Symbols | New Securities | New Symbols |
|---|---|---|---|
| Class A Restricted Voting Shares (the "Class A Shares") |
AQY.A | Common Shares (the "Shares") |
SFC |
| Warrants (the "Alignvest Warrants") |
AQY.WT | Warrants (the "Warrants") |
SFC.WT |
| Transaction: | Further to TSX Bulletin 2019-0310 dated April 30, 2019, at a meeting held on May 23, 2019, shareholders of Alignvest approved, among other things, a plan of arrangement (the ‘'Arrangement'') under the laws of Ontario involving Alignvest and Sagicor Financial Corporation Limited ("Old Sagicor") (the "Qualifying Acquisition"); and (ii) the continuance of Alignvest from the laws of Ontario to the laws of Bermuda. In conjunction with the closing of the Arrangement, Alignvest completed the following private placements: (i) approximately CDN$108 million worth of Shares and Warrants with various subscribers who entered into forward purchase agreements prior to the closing of Alignvest's initial public offering on May 25, 2017 at a subscription price of CDN$10 per Share; (ii) approximately CDN$49 million worth of Alignvest (unlisted) Class B Shares to various subscribers who entered into subscription agreements at a subscription price of CDN$10.00 per Class B Share; (iii) US$60 million worth of Alignvest (unlisted) Class B Shares at a subscription price of CDN$10.00 per Class B Share to HG Vora Capital Management LLC; (iv) US$60 million worth of Alignvest (unlisted) Class B Shares at a subscription price of CDN$10.00 per Class B Share to Beachhead Credit Opportunities LLC, Beachhead Special Opportunities LLC and Mehdi Khimji; (v) US$250 million worth of Alignvest (unlisted) Class B Shares at a subscription price of CDN$10.00 per Class B Share to JMMB Group Limited. All Alignvest (unlisted) Class B Shares were converted into Sagicor Shares on a one-for-one basis under the Arrangement. In addition, in conjunction with the closing of the Arrangement, former shareholders of Old Sagicor who did not elect to receive cash, received Sagicor Shares in exchange for their shares in Old Sagicor based on an exchange ratio which Old Sagicor and Alignvest agreed had a value of US$1.75 per share of Old Sagicor. |
| Consideration and exchange ratio: | Pursuant to the Arrangement: (i) each Alignvest Class A Share will, unless previously redeemed, be automatically converted into one Sagicor Share; and (ii) each Alignvest Warrant will be converted into one Sagicor Warrant. |
| Number of securities issued and outstanding: | 147,838,909 Shares and 34,774,993 Warrants |
| Number of securities reserved for issuance: | 62,480,068 Shares |
| Closing date of the Arrangement: | December 5, 2019. |
| Listing and posted for trading date for New Securities: | December 9, 2019 (at the opening). |
| Delisting date for Old Securities: | December 9, 2019 (at the opening). |
| Listing category: | Industrial, Exempt Issuer |
| Trading currency: | CDN$ |
| Other market(s): | None |
| Market maker: | Independent Trading Group (ITG) Inc. |
| Transfer agent and registrar: | TSX Trust Company at its principal offices in Toronto. |
| Security ownership registration: | Non-certificated inventory system of CDS |
| Exchange procedure: | As the Alignvest Class A Shares and Alignvest Warrants trade in the Non-certificated inventory system of CDS and no individual certificates are issued, holders of Alignvest Class A Shares and Alignvest Warrants need not take any action in order to receive the Sagicor Shares and Sagicor Warrants. |
| Investor relations: | Samantha Cheung Executive Vice-President, Investor Relations, Sagicor Financial Company Ltd. (416) 898-4324 Email: samantha_cheung@sagicor.com -and- Andre Mousseau Group Chief Financial Officer, Sagicor Financial Company Ltd. (416) 509-5256 Email: andre_mousseau@sagicor.com |
| Incorporation: | Companies Act 1981 of Bermuda. |
| Fiscal year end: | December 31 |
| Nature of business: | Sagicor is a market-leading provider of insurance products in the Caribbean region, notably in Jamaica, Barbados, and Trinidad and Tobago, and has a growing presence as a provider of life insurance products in the United States. |
| Dividends: | Sagicor currently intends to seek to pay an annual dividend of up to US$0.225 per share, expected to be paid quarterly. |
| Sponsorship: | Not applicable. |
| Disclosure documents: | Alignvest's non-offering prospectus dated February 7, 2019 and Alignvest's management information circular dated February 7, 2019 (the "Circular") and amendment no. 1 to the Circular dated April 26, 2019 which are available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in such disclosure documents. |
Principal terms of the Warrants:
| Exercise price: | CDN$11.50 per Sagicor Share |
| Expiry: | The Warrants will expire at 5:00 p.m. (Toronto time) on December 5, 2024 (the day that is five years following closing of the Qualifying Acquisition) or may expire earlier if the expiry date is accelerated. |
| Additional information: | As a result of the completion of the Arrangement, each Sagicor Warrant will be exercisable for one Sagicor Share commencing 30 days following closing of the Arrangement. All other terms shall remain the same, except the Cashless Exercise feature which is removed. Please refer to TSX Bulletin 2017-0631 dated June 29, 2017 for a summary of the terms of the Alignvest Warrants. |
| TSX contact: | Chris Birkett, Director, Toronto Stock Exchange. |
