PrefBlog

Manulife Asset Management Limited has announced:

that the Corporation’s board of directors has reviewed the terms of a proposed extension of the termination date of the Class A Shares and Preferred Shares of the Corporation for an additional term of five years from May 31, 2011 to May 31, 2016 and has determined that the extension is in the best interests of the Corporation and its securityholders and unanimously recommends that securityholders vote in favour of such extension.

The proposed extension would provide securityholders the potential to benefit from a more complete market recovery of the Corporation’s net asset value.

A special meeting of holders of the Class A Shares, Preferred Shares and Class J Shares of the Corporation (the “Securityholders”) has been called and will be held on April 4, 2011 to consider and vote upon the extension (the “Special Meeting”). Securityholders of record of the Corporation at the close of business on February 18, 2011 are entitled to receive notice of and vote at the Special Meeting. Further details of the extension are outlined in a management information circular that has been delivered to Securityholders in connection with the Special Meeting.

Asset coverage of the preferreds is currently 1.1+:1.

The Management Information Circular is not yet available on SEDAR.

As previously discussed, Manulife is disgracing itself by engaging in such an egregious form of shareholder abuse. With such skimpy first-loss protection, no preferred shareholder in his right mind will vote in favour of the deal.

Vote No.

Rona Inc. has announced:

that it has closed its previously announced bought deal public offering of Cumulative 5 Year Rate Reset Series 6 Class A Preferred Shares (the “Series 6 Class A Preferred Shares”) at a price of $25.00 per Series 6 Class A Preferred Share purchased by a syndicate of underwriters led by National Bank Financial Inc. and BMO Capital Markets, acting as joint bookrunners. The offering results in a total of 6,000,000 Series 6 Class A Preferred Shares being issued today by RONA for gross proceeds of $150,000,000. The underwriters have an over-allotment option to purchase up to an additional 900,000 Series 6 Class A Preferred Shares at a price of $25.00 per Series 6 Class A Preferred Share, exercisable for a period of 30 days from closing on the same terms and conditions as the offering. If the over-allotment option is exercised in full, the total gross proceeds to RONA will be $172,500,000.

RON.PR.A is a FixedReset, 5.25%+265, announced February 1. The issue traded 454,407 shares today in a range of 25.10-35 before closing at 25.13-15, 2×3.

Vital Statistics are:

RON.PR.A will be tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

GMP Capital has announced:

the completion of its offering of 4,000,000 Cumulative 5-Year Rate Reset Preferred Shares, Series B ( the “Series B Shares”) of GMP at a purchase price of $25.00 per Series B Share, for aggregate gross proceeds of $100,000,000. The Series B Shares are expected to commence trading on the Toronto Stock Exchange on February 22, 2011 under the trading symbol “GMP.PR.B”.

The offering was underwritten on a bought deal basis by a syndicate co-led by National Bank Financial Inc., GMP Securities L.P. and Scotia Capital Inc., that included BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., Macquarie Capital Markets Canada Ltd., Desjardins Securities Inc., Dundee Securities Ltd., Haywood Securities Inc., HSBC Securities (Canada) Inc., Raymond James Ltd. and Wellington West Capital Markets Inc.

GMP has granted to the underwriters an over-allotment option, exercisable for a period of 30 days following closing, to purchase up to an additional 600,000 Series B Shares which, if exercised in full, would increase the gross proceeds to $115,000,000.

GMP intends to use the net proceeds from the offering for general corporate purposes, which will include the redemption of the senior unsecured notes issued on November 1, 2006 by Griffiths McBurney L.P., an indirect wholly-owned subsidiary of GMP, in the aggregate principal amount of $60 million, such redemption to occur in accordance with the note indenture governing the notes, and may include acquisitions and investments with a view to growing or expanding GMP’s businesses.

GMP.PR.B is a FixedReset 5.50%+289 announced February 1. The issue traded 183,700 shares today in a range of 24.63-90 before closing at 24.68-69, 4×20.

Vital Statistics are:

GMP.PR.B will be tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

Update, 2011-3-1: Despite a quote of 24.75-87 and the fact that the high since issue date is 24.90, they were able to announce full take-up of the greenshoe:

GMP Capital Inc. (“GMP”) (TSX: GMP) announced today that it has closed the over-allotment option granted to the underwriters in connection with GMP’s bought deal public offering of Cumulative 5-Year Rate Reset Preferred Shares, Series B (the “Series B Shares”), which closed on February 22, 2011. As a result of the exercise of the over-allotment option, GMP sold an additional 600,000 Series B Shares at a price of $25.00 per share for additional gross proceeds of $15,000,000. In total, GMP has issued 4,600,000 Series B Shares for aggregate gross proceeds of $115,000,000. The Series B Shares trade on the Toronto Stock Exchange under the trading symbol “GMP.PR.B”.

GMP intends to use the net proceeds from the offering for general corporate purposes, which will include the redemption of the senior unsecured notes issued on November 1, 2006 by Griffiths McBurney L.P., an indirect wholly-owned subsidiary of GMP, in the aggregate principal amount of $60 million, such redemption to occur in accordance with the note indenture governing the notes, and may include acquisitions and investments with a view to growing or expanding GMP’s businesses.

I have been under the impression that BNS.PR.Z has a Regulatory Event clause and made mention of this when the issue was posted for trading. This assertion was based on the December 2 Material Documents:

Lock-Up Agreeement (Material Document, English, Dec. 2, 2010, 310K)

Upon the occurrence of a Regulatory Event, BNS may, at its option, with the prior approval of the Superintendent, on not more than 60 nor less than 30 days’ notice, redeem all or any number of the then outstanding Floating Rate Preferred Shares upon payment in cash for each Floating Rate Preferred Share so redeemed of an amount equal to $25.00 per Floating Rate Preferred Share together with all declared and unpaid dividends to the date fixed for redemption.

“Regulatory Event” means the receipt by BNS of a notice or advice from the Superintendent that all or any portion of the Floating Rate Preferred Shares no longer qualify as Tier 1 capital under the Canadian bank capital guidelines issued by the Superintendent or other governmental authority in Canada concerning the maintenance of adequate capital reserves by Canadian chartered banks, including BNS, from time to time.

Support Agreement (Material Document – English, December 2, 2010, 374K)

Upon the occurrence of a Regulatory Event, the Offeror may, at its option, with the prior approval of the Superintendent, on not more than 60 nor less than 30 days’ notice, redeem all or any number of the then outstanding Offeror Reset Preferred Shares upon payment in cash for each Offeror Reset Preferred Share so redeemed of an amount equal to $25.00 per Offeror Reset Preferred Share together with all declared and unpaid dividends to the date fixed for redemption.

“Regulatory Event” means the receipt by the Offeror of a notice or advice from the Superintendent that all or any portion of the Offeror Reset Preferred Shares no longer qualify as Tier 1 capital under the Canadian bank capital guidelines issued by the Superintendent or other governmental authority in Canada concerning the maintenance of adequate capital reserves by Canadian chartered banks, including the Offeror, from time to time.

However, when looking for definitive, prospectus-like, language to quote to exemplify a Regulatory Event I found:

Security Holders Documents – English, February 1, 2011:

Nothing. There is nothing I can see in the Security Holders’ Documents that would indicate that the bank has the option to call at par given the occurance of a Regulatory Event.

There is also nothing in the Offer to Purchase … DundeeWealth dated 2010-12-15, which is linked on the Scotia preferred share page as the “Prosp.”.

There is also nothing in the similarly linked Share Terms, which I believe is idential to the the “Security Holders Documents” on SEDAR.

So what happened?