PrefBlog

National Bank of Canada has announced:

all of the Preferred Shares validly deposited under the Offers and not withdrawn as of April 11, 2011 have been taken up and accepted for payment by the Bank. As a result, the Bank has taken up 4,372,089 Preferred Shares Series 21, 4,162,483 Preferred Shares Series 24 and 3,629,923 Preferred Shares Series 26 under the Offers for an aggregate consideration of $335,636,846.27.

The Preferred Shares taken up under the Offers represent approximately (i) 54.31% of the outstanding Preferred Shares Series 21, (ii) 61.21% of the outstanding Preferred Shares Series 24, and (iii) 62.58% of the outstanding Preferred Shares Series 26.

The Bank also announced that it is extending the expiry date of the Offers to 5:00 p.m. (Montréal Time) on April 26, 2011 (the “Expiration Time”) to allow more holders of the Preferred Shares (the “Shareholders”) who desire to deposit their Preferred Shares to do so, unless the Offers are otherwise extended or withdrawn by the Bank. Aside from the above-described extension, the terms and conditions set forth in the Offers and issuer bid circular dated March 4, 2011 remain unchanged. A formal notice of extension will be mailed promptly to Shareholders of the Bank. The notice of extension will also be available at www.sedar.com.
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If, by the Expiration Time or within 120 days after the date of the issuer bid circular, whichever occurs first, an Offer has been accepted by the holders of not less than 90 per cent of the Preferred Shares of any series to which such Offer relates, the Bank currently intends to acquire the Preferred Shares held by those Shareholders who have not accepted such Offer either by extending the relevant Offer or pursuant to the compulsory acquisition provisions of Sections 283 to 293 of the Bank Act (Canada) on the same terms and at the same price for which the Preferred Shares were acquired under the relevant Offer (a “Compulsory Acquisition”). For greater certainty, in the event that less than 90 per cent of any of the Preferred Shares of any series is taken up, then a Compulsory Acquisition would only apply to the series of Preferred Shares of which 90 per cent or more were taken up and paid for under the Offer.

If the Bank acquires less than 90 per cent of the Preferred Shares of any series under the Offers, the Bank currently intends to redeem all outstanding Preferred Shares held by those Shareholders who have not accepted the Offers, and which have not been taken up and paid for by the Bank, in accordance with the redemption right attached to such Preferred Shares on the first date at which such Preferred Shares may be redeemed by the Bank at a price equal to $25.00 per share (together with all declared and unpaid dividends thereon up to the date set for redemption).

I strongly recommend that holders tender their shares or sell on the market. It will be remembered that tendering has important tax implications as the premium paid above par is a deemed dividend for tax purposes.

The three issue tickers are NA.PR.N, NA.PR.O, NA.PR.P

This entry was posted on Tuesday, April 12th, 2011 at 1:15 pm and is filed under Issue Comments. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.