The Empire Life Insurance Company - An application has been granted for the listing of 5,980,000 Non-Cumulative Rate Reset Preferred Shares, Series 1 (the “Series 1 Preferred Shares”) of The Empire Life Insurance Company (the “Company”) of which 5,200,000 Series 1 Preferred Shares will be issued and outstanding and 780,000 Series 1 Preferred Shares will be reserved for issuance pursuant to an initial public offering (the “Offering”).
Listing of the Series 1 Preferred Shares will become effective at 5:01 p.m. on Friday, February 12, 2016, in anticipation of the Offering closing on Tuesday, February 16, 2016. The Series 1 Preferred Shares will be posted for trading at the opening on Tuesday, February 16, 2016.
A book-entry only certificate representing the Series 1 Preferred Shares will be issued in registered form to CDS Clearing and Depository Services Inc. (“CDS”) or its nominee and will be deposited with CDS on closing of this offering. A purchaser of Series 1 Preferred Shares will receive only a customer confirmation from the registered dealer who is a CDS participant and from or through whom the Series 1 Preferred Shares are purchased.
Incorporation: The Company was incorporated by Letters Patent dated January 11, 1923.
Nature of Business: The Company is a stock life insurance company governed by the Insurance Companies Act (Canada).
Transfer Agent & Registrar: CST Trust Company, at its principal office in Toronto.
The following is a summary of some of the principal provisions of the Series 1 Preferred Shares. Additional information on the Series 1 Preferred Shares may be found in the Company’s final short form prospectus dated February 5, 2016 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus.
Dividends: During the Initial Fixed Rate Period, the holders of the Series 1 Preferred Shares will be entitled to receive fixed, quarterly non-cumulative preferential cash dividends, as and when declared by the Board of Directors, subject to the provisions of the Insurance Companies Act (Canada) (the “ICA”), on the 17th day of each of January, April, July and October in each year, at an annual rate equal to $1.4375 per share. The initial dividend, if declared, will be payable on April 17, 2016 and will be $0.2402 per Series 1 Preferred Share, based on the anticipated closing date of February 16, 2016.
During each Subsequent Fixed Rate Period after the Initial Fixed Rate Period, the holders of Series 1 Preferred Shares will be entitled to receive fixed, non-cumulative, preferential cash dividends, as and when declared by the Board of Directors, subject to the provisions of the ICA, on the 17th day of each of January, April, July and October in each year, in an annual amount per share determined by multiplying the Annual Fixed Dividend Rate applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for each ensuing Subsequent Fixed Rate Period will be equal to the sum of the Government of Canada Yield (as defined in the Prospectus) on the 30th day prior to the first day of such Subsequent Fixed Rate Period plus 4.99%.
Redemption: The Series 1 Preferred Shares will not be redeemable by the Company prior to April 17, 2021. On April 17, 2021 and on April 17 every fifth year thereafter, but subject to the provisions of the ICA and subject to certain other restrictions set out in the Prospectus, the Company may, at its option, on at least 30 days’ and not more than 60 days’ prior written notice, redeem all or any number of the outstanding Series 1 Preferred Shares by payment in cash of a per share sum equal to $25.00, in each case together with all accrued and unpaid dividends thereon up to, but excluding, the date fixed for redemption (less any applicable withholding tax).
If less than all of the outstanding Series 1 Preferred Shares are at any time to be redeemed, the particular shares to be redeemed shall be selected on a pro rata basis disregarding fractions, or in such other manner as the Board of Directors may determine.
Holders of Series 1 Preferred Shares will not be entitled to convert their shares into Series 2 Preferred Shares if the Company determines that there would remain outstanding on a Series 1 Conversion Date fewer than 500,000 Series 2 Preferred Shares, after having taken into account all Series 1 Preferred Shares tendered for conversion into Series 2 Preferred Shares and all Series 2 Preferred Shares tendered for conversion into Series 1 Preferred Shares. Furthermore, if the Company determines that there would remain outstanding on a Series 1 Conversion Date fewer than 500,000 Series 1 Preferred Shares after having taken into account all Series 1 Preferred Shares tendered for conversion into Series 2 Preferred Shares and all Series 2 Preferred Shares tendered for conversion into Series 1 Preferred Shares, then, all, but not part, of the remaining outstanding Series 1 Preferred Shares will be automatically converted into an equal number of Series 2 Preferred Shares on the applicable Series 1 Conversion Date.
The Series 2 Preferred Shares have been conditionally approved for listing on Toronto Stock Exchange at the end of the Initial Fixed Rate Period, which is the period from and including the closing date of the offering, to but excluding, April 17, 2021 or at such other time the Series H Preferred Shares meet the listing requirements of TSX.
Initial Public Offering: Pursuant to the terms of the Prospectus, Scotia Capital Inc., CIBC World Markets Inc., TD Securities Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., National Bank Financial Inc., GMP Securities L.P., Manulife Securities Incorporated and Raymond James Ltd., as underwriters, are offering to the public 5,200,000 Series 1 Preferred Shares at a price of $25.00 per share (the “Offering Price”) from treasury. In addition, the Company has granted the underwriters’ an over-allotment option to purchase up to 780,000 Series 1 Preferred Shares at the Offering Price from treasury.