press releases

Toronto and Barbados (May 3, 2021) – Sagicor Financial Company Ltd. (“Sagicor” or the “Company”) today announced that it has commenced a cash tender offer (the “Tender Offer”) for any and all of the outstanding 8.875% Senior Notes due 2022 issued by its subsidiary Sagicor Finance (2015) Limited (the “Securities”).

The Tender Offer will expire at 5:00 p.m., New York City time, on May 7, 2021, unless extended or earlier terminated by the Company. It is anticipated that the settlement date will be on May 13, 2021. The dealer managers for the Tender Offer are J.P. Morgan Securities LLC and RBC Capital Markets, LLC.

The obligation of the Company to accept and pay for Securities in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the receipt by the Company of proceeds from the proposed separate issuance of securities (the “New Notes”) on terms satisfactory to the Company, in its sole discretion (the “New Notes Issuance”), generating net proceeds in an amount sufficient pay for the repurchase of the Securities pursuant to the Tender Offer (the “Financing Condition”). The Company reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, including the Financing Condition, at or prior to the settlement date. The Tender Offer is not conditioned upon any minimum amount of Securities being tendered.

The New Notes to be issued in the separate New Notes Issuance have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), any Canadian securities laws or any securities laws of any other jurisdiction. The New Notes are being offered and sold in the separate New Notes Issuance only to “qualified institutional buyers” as defined in and in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act and applicable local securities laws.

This press release is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Securities or any other securities in Canada, the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor.

None of the U.S. Securities and Exchange Commission, any U.S. state securities commission, any Canadian securities regulatory authority or any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in any offering document. Any representation to the contrary is a criminal offense.