Not for distribution to U.S. news wire services or for dissemination in the United States.
Canadian Western Bank (“CWB”) (TSX: CWB) today announced its intent to issue $150 million aggregate principal amount of 5.00% Limited Recourse Capital Notes Series 2 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the “Notes”). The Notes are to be sold through a syndicate of agents co-led by RBC Capital Markets and BMO Capital Markets. The expected closing date is on or about March 25, 2021.
Interest on the Notes will be payable semi-annually from the date of issue until July 31, 2026 at 5.00% per annum. Thereafter, the interest rate on the Notes will reset every five years at a rate equal to the 5-year Government of Canada Yield plus 3.949%. The Notes will mature on July 31, 2081.
In connection with the issuance of the Notes, CWB will issue Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares Series 12 (Non-Viability Contingent Capital (NVCC)) (the “Series 12 Shares”) to be held by Computershare Trust Company of Canada as trustee of the CWB LRCN Limited Recourse 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 in respect of the Notes, which will consist of Series 12 Shares except in limited circumstances.
CWB may redeem the Notes during the period from June 30 to and including July 31, commencing in 2026 and every five years thereafter with the prior approval of the Superintendent of Financial Institutions Canada, in whole or in part on giving not more than 60 nor less than 15 days’ notice.
Net proceeds from the offering will be added to CWB’s general funds and utilized for general banking purposes. CWB intends to file a prospectus supplement to its October 9, 2020 base shelf prospectus in all provinces and territories of Canada in respect of this issue.
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 timing of completion and size of the offering of the Notes, the issuance of Series 12 Shares, 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. These risks include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the offering. 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]