Western Financial Group Inc. Announces the Redemption of all First Preferred Shares, Series Five
For Immediate Release
High River – AB, August 3, 2012 – Western Financial Group Inc. (“Western”) announced today that it will exercise its right to redeem all of its outstanding First Preferred Shares, Series Five (the “Series 5 Shares”) in accordance with the terms and conditions attached to the Series 5 Shares. A notice of redemption was sent today to registered holders of Series 5 Shares.
The redemption date of the Series 5 Shares will be September 30, 2012 (“Redemption Date”) and the redemption price will be $100 plus all accrued or declared but unpaid dividends on each Series 5 Share, representing an aggregate amount of $104.50, and subject to amounts required to be withheld under applicable tax laws, if any (the “Redemption Amount”).
The Redemption Amount will be payable in cash upon presentation and surrender of the certificates representing the Series 5 Shares so called for redemption at the offices of Computershare Investor Services Inc. (the “Agent”) set out in the Redemption Notices.
From and after the Redemption Date, the holders of Series 5 Shares will not be entitled to exercise any of the rights attached to the Series 5 Shares, other than the right to receive the Redemption Amount.
Holders of Series 5 Shares may, until the close of business on the last business day immediately preceding the Redemption Date, exercise their right to convert Series 5 Shares, in whole or in part, into Redeemable Preferred Shares of Western (the “Redeemable Preferred Shares”) by surrendering the certificates representing such Series 5 Shares to the Agent, together with a written request indicating their intent to convert all or part of its Series 5 Shares. Holders of Series 5 Shares electing to convert Series 5 Shares on or prior to the Redemption Date will be entitled to receive for each converted Series 5 Share: (i) a number of Redeemable Preferred Shares obtained by multiplying the number of Series 5 Shares to be converted by $100 and dividing the product by $2.81 and (ii) $4.50, representing the amount of accrued but unpaid dividends on such Series 5 Shares as of the Redemption Date.
In accordance with the Articles of the Corporation, any Redeemable Preferred Shares issued upon the conversion of Series 5 Shares will be immediately redeemed by the Corporation for a redemption amount of $4.15 per Redeemable Preferred Share and any holder of such Redeemable Preferred Shares will not be entitled to exercise any of the rights of shareholders in respect thereof other than the right to receive the redemption amount for such Redeemable Preferred Shares.
Holders of Series 5 Shares should note that their option to convert Series 5 Shares into Redeemable Preferred Shares are in-the-money, such that upon a conversion prior to the Redemption Date, a holder will receive approximately $147.69 per Series 5 Share instead of $100 plus, in each case, accrued dividends of $4.50.
About Western Financial Group
Western Financial Group is a western Canada based, diversified, financial services company serving more than 600,000 customers. Founded in 1996 and headquartered in High River, Alberta, Western provides insurance, banking and investment products and services through more than 120 office locations, the Internet (www.westernfinancialgroup.ca) and other distribution channels. With a skilled team of approximately 1,500 employees, and backed by the strong resources of its owners, Western is committed to building the strongest financial services company in western Canada.
Western Financial Group is a subsidiary of Desjardins Group, the leading cooperative financial group in Canada.
This press release is not for distribution to any United States news service or otherwise in the United States.
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Executive Vice President
Chief Administrative Officer
Western Financial Group
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