AGF Management Limited Announces Completion of Substantial Issuer Bid
TORONTO, Nov. 06, 2020 (GLOBE NEWSWIRE) — AGF Management Limited (TSX: AGF.B, “AGF” or the “Company”) today announced the completion of its substantial issuer bid (the “Offer”). AGF has taken up and paid for 7,017,543 Class B non-voting shares (the “Class B Non-Voting Shares”) at a price of $5.70 per Class B Non-Voting Share (the “Purchase Price”).
The Class B Non-Voting Shares purchased represent an aggregate purchase price of approximately $40 million and represent approximately 9.1% of the total number of AGF’s issued and outstanding Class B Non-Voting Shares as of September 28, 2020, the date the Offer was commenced. After giving effect to the Offer, AGF will have 69,866,066 Class B Non-Voting Shares and 57,600 Class A shares issued and outstanding.A total of 7,017,543 Class B Non-Voting Shares were taken up and purchased pursuant to purchase price tenders and auction tenders at or below the Purchase Price. Since the Offer was oversubscribed, shareholders who made auction tenders at or below the Purchase Price and shareholders who made purchase price tenders had approximately 99.6% of their successfully tendered Class B Non-Voting Shares purchased by the Company (other than “odd lot” tenders, which were not subject to proration). Shareholders who made auction tenders at a price in excess of the Purchase Price will have their Class B Non-Voting Shares returned by the Depositary. Holders of Class A shares were not entitled to participate in the Offer.Payment for the purchased Class B Non-Voting Shares will be effected by Computershare Investor Services Inc. (the “Depositary”) in accordance with the Offer and applicable law. Any Class B Non-Voting Shares not purchased, including Class B Non-Voting Shares tendered pursuant to auction tenders at prices higher than the Purchaser Price or invalidly tendered, will be returned to shareholders as soon as practicable by the Depositary.Tax InformationTo assist shareholders in determining the tax consequences of the Offer, AGF has determined that for the purposes of the Income Tax Act (Canada), the paid-up capital per Class B Non-Voting Share was $3.40. AGF designates the entire amount of the deemed dividend arising from its repurchase of the Class B Non-Voting Shares as an eligible dividend. Dividends are designated to be eligible dividends pursuant to the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.The “specified amount” of each Class B Non-Voting Share (for purposes of subsection 191(4) of the Income Tax Act (Canada)) is $5.68. The full details of the Offer are described in the offer to purchase and issuer bid circular dated September 28, 2020, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com.This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell AGF’s Class A Shares or Class B Non-Voting Shares.About AGF Management Limited
Founded in 1957, AGF Management Limited (AGF) is an independent and globally diverse asset management firm. AGF brings a disciplined approach to delivering excellence in investment management through its fundamental, quantitative, alternative and high-net-worth businesses focused on providing an exceptional client experience. AGF’s suite of investment solutions extends globally to a wide range of clients, from financial advisors and individual investors to institutional investors including pension plans, corporate plans, sovereign wealth funds and endowments and foundations.AGF has investment operations and client servicing teams on the ground in North America, Europe and Asia. With over $36 billion in total assets under management, AGF serves more than one million investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.CAUTION CONCERNING FORWARD-LOOKING STATEMENTS – Certain statements in this press release about the Offer, including the timing of payment and settlement for Class B Non-Voting Shares purchased under the Offer, and other statements that are not historical facts, constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct or that the Company’s expectations regarding this Offer or the Company’s actual results, level of activity, performance or achievements or future events or developments will be achieved. Many factors could cause the Company’s expectations regarding the Offer or the Company’s actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements. Further details and descriptions of these and other factors are disclosed in the offer to purchase and in AGF’s management’s discussion and analysis dated January 22, 2020 under the heading “Risk Factors and Management of Risk”.The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations and may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements made herein. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date hereof, and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Further details and descriptions of these and other factors are disclosed in the Offer and in AGF’s public filings with provincial or territorial securities regulatory authorities, which may be accessed on SEDAR’s website at www.sedar.com.AGF MANAGEMENT LIMITED SHAREHOLDERS, ANALYSTS AND MEDIA, PLEASE CONTACT:Adrian Basaraba
Senior Vice-President and Chief Financial Officer 416-865-4203, InvestorRelations@agf.comBaoqin Guo