Not for distribution to U.S. news wire services or for dissemination in the United States.
Canadian Western Bank (“CWB”) (TSX: CWB) today announced that it has closed its domestic public offering of $175 million aggregate principal amount of 6.00% Limited Recourse Capital Notes Series 1 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the “Notes”). The Notes were sold through a syndicate of agents co-led by RBC Capital Markets and National Bank Financial Markets. Net proceeds from the offering will be added to CWB’s general funds and utilized for general banking purposes.
In connection with the issuance of the Notes, CWB also issued Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares Series 11 (Non-Viability Contingent Capital (NVCC)) (the “Series 11 Shares”) 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 noteholder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets, which will consist of Series 11 Shares except in limited circumstances.
The Notes and the Series 11 Shares were issued under a prospectus supplement dated October 23, 2020 to CWB’s short form base shelf prospectus dated October 9, 2020.
The Notes 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 (as defined in Regulation S under the Securities Act) absent registration under the Securities Act 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 or in any other jurisdiction where such offer or solicitation would be unlawful.
Caution Regarding Forward-Looking Statements
Certain information contained herein constitutes forward-looking information under applicable securities laws. Forward-looking statements in this news release include, but are not limited to, statements with respect to the recourse of each noteholder and the use of proceeds of the offering. These statements are based on current expectations and are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of CWB. Except as required by law, CWB does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time, by it or on its behalf. The forward-looking information contained in this press release is presented for the purpose of interpreting the information contained herein and may not be appropriate for other purposes.
For Further Information Contact:
AVP, Investor Relations
CWB Financial Group
Email: [email protected]