TORONTO, ONTARIO -- (MARKET WIRE) -- 08/28/08 --
C.A. Bancorp Inc. ("C.A. Bancorp")(TSX: BKP) and C.A. Bancorp Canadian Realty Finance Corporation (the "Corporation")(TSX: RF.PR.A) are pleased to announce that a final prospectus had been filed with, and a receipt therefor issued by, the securities regulatory authorities in each of the provinces and territories of Canada.
The Offering
The Corporation is offering (the "Offering") units (the "Units") at a price of $10.00 per Unit. Each Unit consists of one Class A Share and one warrant (a "Warrant") to purchase one Series 1, Preferred Share (the "Preferred Shares"). The Offering is for a minimum of 2,000,000 Units ($20,000,000) and a maximum of 10,000,000 Units ($100,000,000).
Closing
The closing of the Offering is expected to occur on or about September 10, 2008.
The Corporation's Class A Shares
The Corporation's investment objectives with respect to the Class A Shares are to:
i. Pay quarterly cash distributions, initially expected to be $0.19 per quarter per Class A Share or 7.6% per annum, based on the original issue price of $10.00 per Unit; and
ii. To preserve the net asset value of the Class A Shares.
Currently, C.A. Bancorp is the sole holder of Class A Shares and will continue to hold its Class A Shares. Any issuance of Class A Shares under this Offering will come from the Corporation's treasury.
The Warrants
Each Warrant will entitle the holder to purchase one Preferred Share at a subscription price of $23.75 at any time on or before 4:00 p.m. (Toronto time) on September 30, 2011.
The Preferred Shares
The Corporation's investment objectives with respect to the Preferred Shares are to:
i. Pay fixed cumulative preferential quarterly cash distributions in the amount of $0.4219 per Preferred Share representing a yield of 6.75% per annum on the original issue price of $25.00 per Preferred Share; and
ii. Return the original issue price of the Preferred Shares ($25.00 per Share) on March 31, 2018.
Impact of the Offering on the Outstanding Preferred Shares
The Preferred Shares are listed on the Toronto Stock Exchange ("TSX") and trade under the symbol RF.PR.A.
On March 24, 2008, the Corporation instituted a normal course issuer bid ("NCIB") in respect of the Preferred Shares. Pursuant to securities laws, the Corporation is not able to purchase the Preferred Shares during the Offering period. When permitted by law, subsequent to the completion of the Offering, the Corporation intends to utilize the NCIB.
Presently, the Corporation is primarily capitalized with Preferred Shares which rank in priority to the Class A Shares with respect to the payment of cash distributions and the repayment of capital on the dissolution, liquidation or winding up of the Corporation.
C.A. Bancorp Ltd. (the "Manager") views the Preferred Shares as a form of financial leverage to the Class A Shares as the Preferred Shares have a fixed term, fixed cash distributions and fixed maturity value.
The Manager uses the maturity value of the Preferred Shares issued and outstanding and compares that to the tangible net book value of the Class A Shares issued and outstanding as a measure of debt (the Preferred Shares) to equity (the Class A Shares) ratio of the Corporation (the "Leverage Ratio"). As at June 30, 2008, the Leverage Ratio was 8.8 to 1.
The Offering will, regardless of whether the minimum Offering size or maximum Offering size is completed, cause the debt to equity ratio or the Leverage Ratio of the Corporation to decrease.
Assuming a minimum raise of $20,000,000, the Manager estimates the Leverage Ratio will drop to 1.6 to 1 (assuming no exercise of the Warrants into Preferred Shares) or 3.9 to 1 (assuming all Warrants are exercised into Preferred Shares).
Assuming a maximum raise of $100,000,000, the Manager estimates the Leverage Ratio will drop to 0.4 to 1 (assuming no exercise of the Warrants into Preferred Shares) or 3.0 to 1 (assuming all Warrants are exercised into Preferred Shares).
Agents
The syndicate of agents is co-led by Canaccord Capital Corporation, CIBC World Markets Inc., and National Bank Financial Inc., and includes TD Securities Inc., Blackmont Capital Inc., HSBC Securities (Canada) Inc., Raymond James Ltd., Wellington West Capital Inc., Dundee Securities Corporation, GMP Securities L.P., Industrial Alliance Securities Inc., Jory Capital Inc., Laurentian Bank Securities Inc., Manulife Securities Incorporated, Desjardins Securities Inc., Research Capital Corporation and Richardson Partners Financial Limited.
C.A. Bancorp Canadian Realty Finance Corporation
The Corporation is a mutual fund corporation incorporated under the laws of the Province of Ontario. The Corporation was created to obtain exposure to the investment performance of an actively managed portfolio of secured loans and investments in the Canadian commercial real estate sector on a tax efficient basis.
C.A. Bancorp Inc. C.A. Bancorp (TSX: BKP) is a publicly traded Canadian merchant bank and alternative asset manager that provides investors with access to a range of private equity and other alternative asset class investment opportunities. C.A. Bancorp is focused on investments in small- and middle-capitalization public and private companies, with emphasis on the industrials, real estate, infrastructure and financial services sectors.
C.A Bancorp Inc. manages the Corporation through its wholly-owned subsidiary C.A. Bancorp Ltd.
Certain statements included in this news release constitute forward-looking statements including those identified by the expressions, "will", "anticipate", "believe", "plan", "estimate", "expect", "intend" and similar expressions. The forward looking statements are not historical facts but represent C.A. Bancorp's, the Manager's or the Corporation's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed in the "Risk Factors" and others sections of the final prospectus of the Corporation dated August 27, 2008 and including without limitation, interest rate fluctuations, the availability of investments, competition, levels of return earned on the underlying portfolio of investments, change in financial position of the Corporation or C.A. Bancorp, reliance on key personnel, ability of the Corporation to meet its investment objectives, the ability of the Corporation to pay quarterly distributions, utilization of the NCIB, leverage ratios, and the ability of C.A. Bancorp to subscribe for or obtain subscriptions for Class A shares of the Corporation. Due to the many risks and uncertainties, C.A. Bancorp cannot assure that the forward-looking statements contained in this news release will be realized. C.A. Bancorp undertakes no obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
This offering is made only by prospectus. A final prospectus dated August 27, 2008 relating to these securities has been filed with the securities regulatory authority in each of the provinces and territories of Canada. Important information concerning this offering is contained in the prospectus. Obtain a copy from your financial advisor or on SEDAR at www.sedar.com and read the prospectus before investing.
C.A. Bancorp Inc.
The Exchange Tower
130 King Street West
Suite 2810, P.O. Box 104
Toronto, Ontario M5X 1A4
Telephone: (416) 214-5985
Fax: (416) 861-8166
Contacts:
C.A. Bancorp Inc.Paolo De Luca
Chief Financial Officer
1-866-388-5985
(416) 861-8166 (FAX)
Email: info@cabancorp.com
Website: www.cabancorp.com
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