New Issue: PWB FixedReset 7.00%+543

Pacific & Western Bank of Canada has announced:

that it has filed and was receipted by the securities regulatory authorities in Ontario, Manitoba, Saskatchewan, Alberta and British Columbia for a preliminary short form prospectus for an offering of a minimum of $10,000,000 and a maximum of $25,000,000 of non-cumulative 5-year rate reset preferred shares, series 1 (the “Series 1 Preferred Shares”) in the capital of the Bank at a price of $25.00 per share (the “Offering”).

The syndicate of agents for this Offering is being led by Industrial Alliance Securities Inc. and includes Dundee Securities Ltd., Haywood Securities Inc., Mackie Research Capital Corporation, PI Financial Corp., Burgeonvest Bick Securities Limited, and Leede Financial Markets Inc. The Bank has granted the Agents an option, exercisable in whole or in part, to sell, as agents, such number of Series 1 Preferred Shares equal to 15% of the number of Series 1 Preferred Shares sold pursuant to the Offering on the same terms as set out above, to cover over-allotments, if any, and for market stabilization purposes, exercisable at any time within 30 days of closing.

The Series 1 Preferred Shares will yield 7.0% annually, payable quarterly, as and when declared by the Board of Directors of the Bank, for the initial period ending October 31, 2019, based on the stated issued price per share. Thereafter, the dividend rate will reset every five years at a level of 543 basis points over the then 5-year Government of Canada bond yield.

Subject to regulatory approval, the Bank has the right to redeem up to all of the then outstanding Series 1 Preferred Shares on October 31, 2019, and on October 31 every five years thereafter at a price of $25.00 per share.

Should the Bank choose not to exercise its right to redeem the Series 1 Preferred Shares, holders of these shares will have the right to convert their shares into an equal number of non-cumulative floating rate preferred shares, series 2 (the “Series 2 Preferred Shares”), subject to certain conditions, on October 31, 2019, and on October 31 every five years thereafter. Holders of the Series 2 Preferred Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of the Bank, equal to the 90-day Government of Canada Treasury Bill rate plus 543 basis points.

The net proceeds of the Offering are expected to qualify as Tier 1 capital of the Bank and will be used for general corporate purposes.

The Offering is scheduled to close on or about October 30, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and other applicable securities regulatory authorities.

The Bank, a Canadian Schedule I chartered bank, raises deposits through various deposit brokers located across Canada and invests these deposits in loans, leases, commercial mortgages, residential development mortgages and debt of corporations.

The prospectus – available at SEDAR, I am not permitted to provide a direct link because the Alberta Securities Commission believes that investor scum should have to jump through hoops to get access to public documents – contains additional useful information:

The TSX has conditionally approved the listing of the Series 1 Preferred Shares under the symbol “PWB.PR.A” and the Common Shares into which such shares may be converted upon a Contingent Conversion, subject to the Bank fulfilling all of the requirements of TSX on or before December 29, 2014. The Common Shares of the Bank are listed and posted for trading on the TSX under the symbol “PWB”, and their closing price on October 21, 2014 was $5.73. The Series 2 Preferred Shares are not listed on the TSX and no application for listing of the Series 2 Preferred Shares has been made to the TSX.

As disclosed in the Annual Information Form, the only person or company that is, or has been within the immediate two preceding years, a promoter of the Bank or a subsidiary of the Bank under applicable securities laws is PWC Capital Inc. (formerly Pacific & Western Credit Corp.) (“PWC”). As of the date hereof, the number and percentage of each class of voting securities and equity securities of the Bank or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by PWC are as follows:
Designation of Class Type of Ownership Number of Securities Percentage of Securities
Common Shares Of record and beneficial 17,210,839 88.5%

So the parent bank holding company is PWC, which has preferred shares trading under the symbol PWC.PR.B, which have been discussed on PrefBlog.

This new issue will not be tracked by HIMIPref™ since it does not have a credit rating. Public credit ratings can serve as a marvellous impulse to focus the minds of the directors and managers of the company during bad times and this is a very useful trait. An additional reason for not tracking it is the extremely small size of the issue – not known precisely at this point, but the maximum is $25-million.

Many thanks to Assiduous Reader prefQC for bringing this new issue to my attention.

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