iA Financial Group Announces Completion of Plan of Arrangement
Common shares will trade under new holding company – trading symbol TSX: IAG. Outstanding preferred shares and debentures remain under operating company
Industrial Alliance Insurance and Financial Services Inc. (“IAIFS”) announces that the plan of arrangement approved at the annual and special meeting of its common shareholders held on May 10, 2018 has been completed. Effective January 1, 2019, IAIFS is a subsidiary all of whose common shares are held by iA Financial Corporation Inc. (“iA Financial Corporation”).
Under the plan of arrangement, all the common shares of IAIFS outstanding at January 1, 2019 have been exchanged for newly issued common shares of iA Financial Corporation, the new holding company, on a one-for-one basis. The holders of IAIFS’s common shares were not required to take any action for the exchange of their shares. Issued and outstanding series of preferred shares and debentures will remain issued by IAIFS and have been guaranteed by iA Financial Corporation in accordance with the terms of the arrangement.
At the open of markets on January 4, 2019, the common shares of iA Financial Corporation will be listed and begin trading on the Toronto Stock Exchange (TSX) under the existing trading symbol of IAIFS (TSX:IAG). The publicly issued and outstanding Class A Preferred Shares, Series B, G and I, of IAIFS will continue to trade on the TSX but under the new symbols “IAF.PR.B”, “IAF.PR.G” and “IAF.PR.I”.
iA Financial Corporation is governed by the Business Corporations Act (Quebec) and is not regulated under the Act respecting insurance (Quebec). However iA Financial Corporation will maintain the ability to supply capital, if it considers it necessary, to IAIFS so that the latter meets the adequacy of capital requirements under the Act respecting insurance (Quebec). Pursuant to an undertaking, iA Financial Corporation will disclose its capital position on a quarterly basis. A copy of the undertaking (to which the Autorité des marchés financiers is an intervening party) will be filed under the SEDAR profiles of both iA Financial Corporation and IAISF at www.SEDAR.com.
As of January 1, 2019, the members of the Boards of Directors of IAIFS and iA Financial Corporation are the same, and the normal course issuer bid program of IAIFS has been transferred to iA Financial Corporation, subject to compliance with regulatory limits and requirements.
A full description of the plan of arrangement was provided in the Management Proxy Circular of IAIFS dated March 23, 2018 that was sent to common shareholders and filed on SEDAR at www.sedar.com. The final order approving the arrangement was issued by the Superior Court of Québec on May 17, 2018. The arrangement was authorized by the Québec Minister of Finance as required under the Act respecting insurance (Quebec) on December 12, 2018.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and accordingly may not be offered or sold within the United States or to "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. It is anticipated that any securities to be issued under the Arrangement will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and pursuant to applicable exemptions under state securities laws.