(Kingston, ON – February 2, 2021)
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
The Empire Life Insurance Company (“Empire Life” or the “Company”) (TSX: EML.PR.A) today announced that it has filed a preliminary short form prospectus (the “Prospectus”) in connection with an offering of Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) (the “Notes”). The offering will be conducted on an agency basis by a syndicate of dealers co-led by Scotia Capital Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc., as Joint Bookrunners and Co-Lead Managers, along with BMO Nesbitt Burns Inc., National Bank Financial Inc. and TD Securities Inc., as Co-Managers (collectively, the “Agents”).
If issued, the Notes will bear interest at a fixed rate to be determined by Empire Life and the Agents in the context of the market, payable semi-annually, for the initial period ending on but excluding April 17, 2026. Thereafter, the interest rate on the Notes will reset every five years. The offering will be priced in the context of the market with the price and other final terms to be determined at the time of entering into a formal agency agreement with the Agents for the offering. The Notes will mature on April 17, 2081.
Concurrently with the issuance of the Notes, Empire Life will issue Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 5 (the “Preferred Shares Series 5”) to be held by Computershare Trust Company of Canada as trustee for a newly-formed trust (the “Limited Recourse Trust”). In case of non-payment of interest on or principal of the Notes when due, the recourse of each Note holder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets, which will consist of Preferred Shares Series 5 except in limited circumstances.
Empire Life may redeem the Notes during the period from March 17 to and including April 17, commencing in 2026 and every five years thereafter, only upon the redemption by Empire Life of the Preferred Shares Series 5 held in the Limited Recourse Trust, in accordance with the terms of such shares and with the prior written approval of the Superintendent of Financial Institutions (Canada) (the “Superintendent”), in whole but not in part on not less than 15 nor more than 60 days’ prior notice.
The purpose of the sale of the Notes is to enlarge Empire Life’s Tier 1 capital base with a view to optimizing Empire Life’s capital structure within the parameters prescribed by the Superintendent for regulatory capital requirements. The net proceeds from the sale of the Notes, if issued, will be used for general corporate purposes and to redeem Empire Life’s outstanding Non-Cumulative Rate Reset Preferred Shares, Series 1, expected to occur on April 17, 2021, subject to a formal notice being delivered.
The closing of the offering will be subject to certain conditions including, but not limited to, the execution of a formal agency agreement. The Prospectus contains important information relating to the offering and is still subject to completion or amendment. For more information, potential investors should read the Prospectus, which is available on Empire Life’s SEDAR profile at www.sedar.com. There will not be any sale or acceptance of an offer to buy the Notes until a receipt for a final short form prospectus has been issued.
None of the Notes or the Preferred Shares Series 5 have been, or will be, registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or delivered in the United States, its territories, its possessions and other areas subject to its jurisdiction absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Notes or the Preferred Shares Series 5 in the United States or in any other jurisdiction where such offer or solicitation is unlawful. No securities regulatory authority has either approved or disapproved of the contents of this news release.
Certain information contained herein relating to, but not limited to, statements with respect to the pricing, terms, timing and completion of the offering of the Notes and the distribution of the Preferred Shares Series 5, the use of the proceeds of the offering of the Notes, including the redemption of Empire Life’s outstanding Non-Cumulative Rate Reset Preferred Shares, Series 1 and the other proposed terms of the Notes and the Preferred Shares Series 5 constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Empire Life expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "will", "may", "estimate", "anticipate", "believe", "expect", "potential", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. The forward-looking information included herein involves significant risks, uncertainties and other factors. Additional information on risks, uncertainties and factors that could affect the foregoing forward-looking information and/or Empire Life’s operations or financial results is included in its filings with the securities commission or similar authority in each of the provinces and territories of Canada, as may be updated from time to time and will be included in the final short-form prospectus relating to the offering of the Notes and the distribution of the Preferred Shares Series 5. Readers are also cautioned that such additional information is not exhaustive.
The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management’s future course of action would depend on its assessment of all information at that time. Although Empire Life believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual results achieved will vary from the information provided herein and the variations may be material. Empire Life makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Empire Life does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionary statement.
Empire Life uses non-IFRS measures including assets under management to provide investors with supplemental measures of its operating performance and to highlight trends in its core business that may not otherwise be apparent when relying solely on International Financial Reporting Standards financial measures. Empire Life also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers.
About Empire Life
Established in 1923, Empire Life is a subsidiary of E-L Financial Corporation Limited. The Company’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. As of September 30, 2020, Empire Life had total assets under management of $18.2 billion. Follow on Twitter @EmpireLife or visit www.empire.ca for more information.
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Contact: Julie Tompkins
Vice-President, Corporate Services & Chief Communications Officer
613 548-1890, ext. 3301 email@example.com