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PWC Capital T.PWCPRB



TSX:PWCPRB - Post by User

Comment by MOJOJONOon Jan 05, 2017 12:42am
79 Views
Post# 25669064

RE:can someone explane preff deal

RE:can someone explane preff dealIt's a maze going through the documents, but founda couple things..

https://www.pwccapital.com/assets/pdf/pwc-vb-merger-qa.pdf
Page 6/13

Class A holder?

Q. What will PWC Class A Preferred Shareholders and holders of PWC 7.5% Notes receive in the Transaction?
A. PWC will redeem all PWC Class A Preferred Shares and PWC 7.5% Notes for a cash payment in accordance with their terms.

 
Class B holder?

Q. What will PWC Class B Preferred Shareholders receive in the Transaction?
A. Effectively, each PWC Class B Preferred Share will be exchanged for approximately 2.793 Bank Common Shares

 

Here's the PWC Circular (November 22, 2016), Appendix C, PWC CLASS B PREFERRED SHAREHOLDERS RESOLUTION:

https://www.pwccapital.com/assets/pdf/PWC-Capital-Inc-Circular.pdf
Page 108/164

The amendment of the articles of PWC Capital Inc. (“PWC”) in respect of the class B preferred shares of PWC (the “PWC Class B Preferred Shares”) providing for the change of each issued and outstanding PWC Class B Preferred Share into 152.266 common shares of PWC in accordance with the articles of amendment of PWC (the “PWC Class B Preferred Share Amendment”) under section 173 of the Canada Business Corporations Act (the “CBCA”), a copy of which is attached as Appendix F to the management information circular of PWC dated November 22, 2016 (the “PWC Circular”), is hereby authorized, approved and adopted (the “PWC Class B Exchange”).



Here's a common conversion rate that I've seen:

Every 54.508758 PWC Common Shares will be exchanged for one (1) Bank Common Share.

This means a Class B Pref holder will get 152.266 PWC shares. This converted into the new VersaBank means 2.793422664299194 shares. However, you can't get fractional so rounds down to 2 shares, but there is a section somewhere mentioning what happens to the fraction. I'm guessing it just gets sold and you get cash....maybe.

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