EDMONTON, Alberta – Canadian Western Bank (“CWB”) (TSX: CWB) today announced that after having taken into account all election notices received by the April 15, 2019 deadline for conversion of its currently outstanding 5,000,000 non-cumulative 5-year rate reset First Preferred Shares Series 5 (the “Series 5 Preferred Shares”) (TSX: CWB.PR.B) into non-cumulative floating rate First Preferred Shares Series 6 of CWB (the “Series 6 Preferred Shares”), no Series 5 Preferred Shares will be converted into Series 6 Preferred Shares. There were 294,756 Series 5 Preferred Shares elected for conversion, which is less than the minimum 500,000 shares required to give effect to conversion into Series 6 Preferred Shares.
As announced by CWB on April 1, 2019, after April 30, 2019, holders of Series 5 Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of CWB and subject to the provisions of the Bank Act (Canada). The dividend rate for the five-year period commencing on May 1, 2019, and ending on April 30, 2024, will be 4.301% per annum or $0.2688125 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at April 1, 2019, plus 2.76%, as determined in accordance with the terms of the Series 5 Preferred Shares. The quarterly cash dividend was previously $0.275 per Series 5 Preferred Share up to and including the dividend to be paid on April 30, 2019 to shareholders of record on April 23, 2019.
Subject to certain conditions described in the prospectus supplement dated February 3, 2014 relating to the issuance of the Series 5 Preferred Shares, CWB may redeem the Series 5 Preferred Shares, in whole or in part, on April 30, 2024 and on April 30 every five years thereafter.
The Series 5 Preferred Shares have not been and will not be registered in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or a solicitation to buy securities in the United States and any public offering of the securities in the United States must be made by means of a prospectus.