Not for distribution to U.S. news wire services or for dissemination in the United States.
EDMONTON, January 31, 2014 – Canadian Western Bank (TSX: CWB) today announced its intent to issue $100
million of Basel III-compliant non-cumulative 5-year rate reset First Preferred Shares Series 5 (the “Series 5
Preferred Shares”). The offering will be underwritten on a bought deal basis by a syndicate led by National Bank
Financial Inc. The expected closing date is February 10, 2014.
Under the terms of the offering, CWB will issue 4,000,000 Series 5 Preferred Shares at a price of $25.00 per
share. CWB has also granted the underwriters an option, exercisable in whole or in part, to purchase on the same
terms up to an additional 600,000 Series 5 Preferred Shares at any time up to two business days prior to closing.
Should the underwriters choose to exercise this option in full, the maximum gross proceeds raised under the
offering will be $115 million.
Holders of the Series 5 Preferred Shares will be entitled to receive a non-cumulative fixed dividend in the amount
of $1.10 annually, payable quarterly, as and when declared by the Board of Directors of CWB, for the initial
period ending April 30, 2019. The quarterly dividend represents an annual yield of 4.40% based on the stated
issue price per share. Thereafter, the dividend rate will reset every five years at a level of 276 basis points over the
then 5-year Government of Canada bond yield. CWB maintains the right to redeem, subject to the approval of the
Office of the Superintendent of Financial Institutions (“OSFI”), up to all of the then outstanding Series 5
Preferred Shares on April 30, 2019, and on April 30 every five years thereafter at a price of $25.00 per share.
Should CWB choose not to exercise its right to redeem the Series 5 Preferred Shares, holders of these shares will
have the right to convert their shares into an equal number of Basel III-compliant non-cumulative floating rate
First Preferred Shares Series 6 (the “Series 6 Preferred Shares”), subject to certain conditions, on April 30, 2019,
and on April 30 every five years thereafter. Holders of the Series 6 Preferred Shares will be entitled to receive
quarterly floating dividends, as and when declared by the Board of Directors of CWB, equal to the 90-day
Government of Canada Treasury Bill rate plus 276 basis points.
Net proceeds from the offering will be used for general corporate purposes and are expected to qualify as Tier 1
capital for CWB. This offering is made pursuant to the terms outlined in the prospectus supplement to CWB’s
January 30, 2014 base shelf prospectus that will subsequently be filed. CWB will make an application to list the
Series 5 Preferred Shares on the Toronto Stock Exchange as of the expected closing date.
Subject to the approval of OSFI, CWB intends to redeem the currently outstanding non-cumulative 5-year rate
reset First Preferred Shares Series 3 on April 30, 2014 in accordance with the terms of such shares.
The Series 5 Preferred Shares and Series 6 Preferred Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly
or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the
account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities in the United States.
For Further Information Contact:
Kirby Hill, CFA
Vice President, Strategy & Communications
Canadian Western Bank
Phone: (780) 441-3770
Email: [email protected]
Tracey Ball, FCA
Executive Vice President & CFO
Canadian Western Bank
Phone: (780) 423-8865