Sagicor Financial Corporation Limited and Alignvest Acquisition II Corporation Announce Closing and Subsequent Listing on The Toronto Stock Exchange
Barbados and Toronto, December 5, 2019 – Sagicor Financial Corporation Limited (“SFCL”) and Alignvest Acquisition II Corporation (“AQY”) are pleased to announce that they have completed the business combination transaction involving the transfer of all issued and outstanding shares in SFCL to AQY in exchange for shareholders of SFCL receiving cash or shares of AQY. The resulting entity is named Sagicor Financial Company Ltd. (“Sagicor”).
As a result of the closing, Sagicor will retain over US$440 million of net cash and will be exceptionally well-capitalized. Sagicor expects to utilize the cash for growth and for capital optimization purposes.
“The completion of this transaction represents a transformative milestone in our long history. We are excited and prepared to have global exposure with our listing on The Toronto Stock Exchange,” said Dodridge Miller, President and Chief Executive Officer of Sagicor Financial Company Ltd. “We are pleased to welcome our new shareholders and look forward to their ongoing support. Sagicor’s brand remains strong and we will continue to deliver on the promise of Wise Financial Thinking for Life™ to all of our clients.”
“Sagicor has been a true industry leader in the primary markets in which it operates,” said Timothy Hodgson, current Chairman of AQY and the newly appointed Chairman of Sagicor. “We're looking forward to working with the incredible talent at Sagicor to continue to create value for our shareholders."
Sagicor’s registered office will continue in Bermuda and the head office will remain in Barbados.
Details of Shares and Share Exchange Ratio
The shares and warrants of AQY are listed on The Toronto Stock Exchange and currently trade under the symbols “AQY.A” and “AQY.WT”, respectively, and are expected to trade under the new symbols “SFC” and “SFC.W”, respectively, commencing on or about December 9, 2019. With a listing on The Toronto Stock Exchange, SFCL’s common shares, formerly listed on the Barbados Stock Exchange, the Trinidad and Tobago Stock Exchange and the London Stock Exchange, have ceased trading and are being delisted from these exchanges.
As a result of the closing of this transaction, approximately 147.8 million common shares of Sagicor will be issued and outstanding including approximately 6.44 million shares held in escrow and subject to performance measures.
Share Exchange Ratio
SFCL and AQY had agreed to a value of US$1.75 per SFCL common share. Each SFCL common share not exchanged for cash will be exchanged for Sagicor shares based on an exchange ratio of 0.231023 per share or 4.328 SFCL shares per common share of Sagicor.
Other Sagicor Shareholder Matters
For SFCL shareholders who had elected to receive cash at the time of the June election deadline, the payment of such cash is expected to be mailed to them on or before December 16, 2019.
For Sagicor shareholders who will receive shares as per the share exchange terms, a Direct Registration System (DRS) statement will be issued by the TSX Trust within 30 business days of the December 5, 2019 closing date. Shareholders will be able to transfer their shares to a qualified broker of their choice if they wish to trade their shares. Details with respect to processes or shareholder matters including the facilitation of the opening of brokerage accounts that will allow Sagicor shareholders to trade on The Toronto Stock Exchange will be available on Sagicor’s website at www.sagicor.com in the shareholder section of the investor relations platform as information becomes available.
All current and prior information related to the Arrangement and other transactions may be found on the section of the investor relations platform under “Shareholder” at www.sagicor.com or on Sagicor’s profile at www.sedar.com.