press release
Sagicor Financial Company Ltd. cautions investors regarding New York Stock and Bond LLC mini-tender offer
October 19, 2022
Toronto and Barbados (October 19, 2022) – Sagicor Financial Company Ltd. (TSX: SFC, “Sagicor” or “Company”) has been notified of an unsolicited mini-tender offer by New York Stock and Bond LLC to purchase 10,000 common shares in the capital of the Company from Sagicor’s shareholders at a price of US$4.00 per common share. The unsolicited offer represents a discount of approximately 12% to the closing price of the common shares on the TSX on September 20, 2022 , the last trading day before the offer was commenced, and a discount of approximately 10% to the closing price of the common shares on the TSX on October 18, 2022. The common shares do not trade on a recognized stock exchange in the United States.
Sagicor does not endorse New York Stock and Bond LLC’s unsolicited offer, has no association with New York Stock and Bond LLC or its offer, and does not recommend acceptance of the offer. New York Stock and Bond LLC’s offer has been made at a price below the current market price for the common shares.
Mini-tender offers such as New York Stock and Bond LLC’s seek a small number of a class of outstanding shares and so avoid many of the investor protections like disclosure and procedural protections applicable to most bids under Canadian law. Securities regulators have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities. The Canadian Securities Administrators have issued long-standing guidance on the practice of mini-tenders, which can be found here. Additionally, the United States Securities and Exchange Commission (SEC) has cautioned investors about mini-tender offers noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC published investor tips regarding these offers on its website which can be found here.
Sagicor urges shareholders to obtain current market quotes for their common shares and to consult with their broker or financial advisor in considering New York Stock and Bond LLC’s offer. According to New York Stock and Bond LLC’s offer, Sagicor shareholders who have already tendered their common shares can withdraw their common shares at any time before 5:00 P.M. (New York City Time) on November 2, 2022 (unless the offer is extended) by following the procedure described in New York Stock and Bond LLC’s offer documents.
Sagicor does not endorse New York Stock and Bond LLC’s unsolicited offer, has no association with New York Stock and Bond LLC or its offer, and does not recommend acceptance of the offer. New York Stock and Bond LLC’s offer has been made at a price below the current market price for the common shares.
Mini-tender offers such as New York Stock and Bond LLC’s seek a small number of a class of outstanding shares and so avoid many of the investor protections like disclosure and procedural protections applicable to most bids under Canadian law. Securities regulators have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities. The Canadian Securities Administrators have issued long-standing guidance on the practice of mini-tenders, which can be found here. Additionally, the United States Securities and Exchange Commission (SEC) has cautioned investors about mini-tender offers noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC published investor tips regarding these offers on its website which can be found here.
Sagicor urges shareholders to obtain current market quotes for their common shares and to consult with their broker or financial advisor in considering New York Stock and Bond LLC’s offer. According to New York Stock and Bond LLC’s offer, Sagicor shareholders who have already tendered their common shares can withdraw their common shares at any time before 5:00 P.M. (New York City Time) on November 2, 2022 (unless the offer is extended) by following the procedure described in New York Stock and Bond LLC’s offer documents.
