AGF Management Limited Announces Preliminary Results of Substantial Issuer Bid
TORONTO, Nov. 04, 2020 (GLOBE NEWSWIRE) — AGF Management Limited (TSX: AGF.B, “AGF” or the “Company”) today announced the preliminary results of its substantial issuer bid (the “Offer”), pursuant to which AGF offered to purchase for cancellation a number of its Class B non-voting shares (the “Class B Non-Voting Shares”) for an aggregate purchase price not to exceed $40 million at a purchase price of not less than $5.65 and not more than $6.25 per Class B Non-Voting Share. The Offer expired at 5:00 p.m. (Toronto time) on November 3, 2020.
In accordance with the terms and conditions of the Offer, and based on the preliminary calculations from Computershare Investor Services Inc. (the “Depositary”), as depositary for the Offer, AGF expects to take up and pay for 7,017,543 Class B Non-Voting Shares at a price of $5.70 per Class B Non-Voting Share (the “Purchase Price”) under the Offer, representing an aggregate purchase price of approximately $40 million and 9.1% of the total number of AGF’s issued and outstanding Class B Non-Voting Shares before giving effect to the Offer.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 we filed and are available on SEDAR at www.sedar.com.13,247,042 Class B Non-Voting Shares were validly tendered and were not withdrawn pursuant to the Offer. Since the Offer was oversubscribed, it is expected that shareholders who made auction tenders at or below the Purchase Price and shareholders who made purchase price tenders will have the number of Class B Non-Voting Shares purchased by AGF prorated to approximately 99.6% of their successfully tendered Class B Non-Voting Shares following the determination of the final results of the Offer (other than “odd lot” tenders, which are 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.After giving effect to the Offer, AGF expects to have 57,600 Class A voting common shares and 69,866,066 Class B Non-Voting Shares issued and outstanding.The number of Class B Non-Voting Shares to be purchased, the proration factor and the Purchase Price referred to above are preliminary, remain subject to verification by the Depositary and assume that all Class B Non-Voting Shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. Upon take up and payment of the Class B Non-Voting Shares purchased, AGF will release the final results of the Offer.Tax InformationTo assist shareholders in determining the tax consequences of the Offer, AGF estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Class B Non-Voting Share is $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. 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 LimitedFounded 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 nearly $37 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 actual number of Class B Non-Voting Shares to be taken up and paid for in connection with the Offer, the purchase price, the proration factor and the number of Class B Non-Voting Shares expected to be issued and outstanding after the completion of 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