iA Financial Group Announces Acquisition of PPI Management Inc. and Offerings of Common and Preferred Shares
iA Financial Group becomes the leader in insurance brokerage in Canada
Industrial Alliance Insurance and Financial Services Inc. (“Industrial Alliance” or “iA Financial Group”) (TSX: IAG) and PPI Management Inc. (PPI), a leading Canadian insurance marketing firm, today announced that they have reached an agreement for iA Financial Group to acquire PPI. The transaction is effective immediately.
PPI is a leading insurance marketing and distribution organization supporting independent advisors in Canada. Established in 1978, PPI offers actuarial, tax and specialized expertise in all aspects of life insurance, and specifically in its design and custom application. PPI operates 15 marketing and resource offices across Canada, helping advisors place business through all major insurance companies across Canada, and has a national distribution network of over 3,000 advisors.
“With the acquisition of PPI, iA Financial Group becomes the leader in insurance brokerage distribution in Canada,” commented Denis Ricard, Chief Operating Officer of iA Financial Group. “Combined with the Hollis Wealth network acquired last year, iA Financial Group is now positioned at the top of independent distribution for financial services in Canada, providing advisors with best-of-class services for both insurance and wealth management all under one roof. In addition, the PPI Advisory division that focuses on ultra high-net-worth clients brings a significant enhancement to iA Financial Group wealth advisors.”
“On behalf of iA Financial Group, we extend a warm welcome to PPI advisors and staff,” added Mr. Ricard. “We will continue to work together to develop innovative and customized insurance products and concepts, and we remain fully committed to preserving the independence of PPI as a marketing organization representing and promoting the products of all major Canadian insurers. This acquisition is yet another demonstration of our organization’s firm belief in the value of distribution through advisors.”
Common Share Offering
The Company announces that it has today entered into an agreement pursuant to which a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. (the "Common Share Underwriters") will purchase, on a bought deal basis, 2,500,000 common shares from iA Financial Group at a price of $54.10 per common share, representing aggregate gross proceeds of $135 million (the “Common Share Offering”). iA Financial Group has also granted the Common Share Underwriters an over-allotment option, exercisable in whole or in part for a period of 30 days from the closing date of the Common Share Offering, to purchase up to an additional 250,000 common shares at a price of $54.10 per share for additional aggregate gross proceeds of up to $149 million.
Series I Preferred Share Offering
The Company announces that it today also entered into an agreement with a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. (the "Preferred Share Underwriters"), under which the Preferred Share Underwriters have agreed to buy, on a bought deal basis, 6,000,000 Non-Cumulative 5-Year Rate Reset Class A Preferred Shares Series I (the "Series I Preferred Shares") from iA Financial Group at a price of $25.00 per Series I Preferred Share, representing aggregate gross proceeds of $150 million (the “Series I Preferred Share Offering” and, together with the Common Share Offering, the “Offerings”). iA Financial Group has also granted the Preferred Share Underwriters an option, exercisable in whole or in part at any time up to 48 hours prior to closing, to purchase up to an additional 2,000,000 Series I Preferred Shares at a price of $25.00 per share for additional aggregate gross proceeds of up to $50 million.
Holders of the Series I Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend of $1.20 per Series I Preferred Share, yielding 4.80% per annum, as and when declared by the Board of Directors of iA Financial Group, for the initial period up to but excluding March 31, 2023. On March 31, 2023 and on March 31 every five years thereafter, the dividend rate will reset to be equal to the then current five-year Government of Canada bond yield plus 2.75%. Holders of the Series I Preferred Shares will have the right, at their option, to convert their shares into Non-Cumulative Floating Rate Class A Preferred Shares Series J (the "Series J Preferred Shares"), subject to certain conditions and the Company's right to redeem the Series I Preferred Shares as described below, on March 31, 2023 and on March 31 every five years thereafter. Holders of the Series J Preferred Shares will be entitled to receive a quarterly non-cumulative floating rate dividend, as and when declared by the Board of Directors of iA Financial Group, equal to the 90-day Government of Canada Treasury Bill Rate plus 2.75%. Holders of the Series J Preferred Shares will have the right, at their option, to convert their shares into Series I Preferred Shares, subject to certain conditions and the Company's right to redeem the Series J Preferred Shares as described below, on March 31, 2028 and on March 31 every five years thereafter.
The Series I Preferred Shares will not be redeemable by iA Financial Group prior to March 31, 2023. On March 31, 2023 and on March 31 every five years thereafter, iA Financial Group may, subject to certain conditions (including regulatory approval), redeem all or any part of the Series I Preferred Shares at a cash redemption price per share of $25.00 together with all declared and unpaid dividends. The Company may redeem all or any part of the Series J Preferred Shares at a cash redemption price per share of $25.00 together with all declared and unpaid dividends in the case of redemptions on March 31, 2028 and on March 31 every five years thereafter or $25.50 together with all declared and unpaid dividends in the case of redemptions on any other date after March 31, 2023.
The net proceeds of the Offerings will be used for general corporate purposes and to maintain and replenish iA Financial Group’s capital base, including after giving effect to the payment of the purchase price for the Acquisition.
On a pro forma basis, after giving effect to the Offerings (but without giving effect to any potential exercise of the over-allotment option under the Common Share Offering or the Preferred Share Underwriters’ option), the Company estimates that, as at December 31, 2017, its solvency ratio would increase by 12 percentage points, from 209% to 221%. After giving effect to the PPI acquisition completed today on February 26, 2018 (-8 percentage points) and the DAC acquisition completed earlier on January 23, 2018 (-8 percentage points), the solvency ratio would be 205%.
The Common Share Offering and the Series I Preferred Share Offering are each expected to separately close on or about March 7, 2018, subject to certain conditions, including Toronto Stock Exchange and other customary regulatory approvals. The Offerings will be made pursuant to separate prospectus supplements to iA Financial Group’s short form base shelf prospectus dated June 22, 2017, which will be filed with the Canadian securities regulatory authorities and will be available on SEDAR at www.sedar.com.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States of America, and may not be offered, sold or delivered, directly or indirectly, within the United States, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act), except in certain transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States.
This press release may contain statements relating to strategies used by iA Financial Group or statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “may”, “will”, “could”, “should”, “would”, “suspect”, “expect”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, and “continue” (or the negative thereof), as well as words such as “objective” or “goal” or other similar words or expressions. Such statements constitute forward-looking statements within the meaning of securities laws. Forward-looking statements include, but are not limited to, information concerning the Company’s possible or assumed future operating results. These statements are not historical facts; they represent only the Company’s expectations, estimates and projections regarding future events.
Although iA Financial Group believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Factors that could cause actual results to differ materially from expectations include, but are not limited to: general business and economic conditions; level of competition and consolidation; changes in laws and regulations including tax laws; liquidity of iA Financial Group including the availability of financing to meet existing financial commitments on their expected maturity dates when required; accuracy of information received from counterparties and the ability of counterparties to meet their obligations; accuracy of accounting policies and actuarial methods used by iA Financial Group; insurance risks including mortality, morbidity, longevity and policyholder behaviour including the occurrence of natural or man-made disasters, pandemic diseases and acts of terrorism.
Additional information about the material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the “Risk Management” section of the Management’s Discussion and Analysis for the year 2017 and in the “Management of Risks Associated with Financial Instruments” note to iA Financial Group’s audited consolidated financial statements for the year ended December 31, 2017, and elsewhere in iA Financial Group’s filings with Canadian securities regulators, which are available for review at sedar.com.
The forward-looking statements in this news release reflect the Company’s expectations as of the date of this press release. iA Financial Group does not undertake to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.