Further to the announcement by Home Capital Group Inc. (“Home Capital” or the “Company”) (HCG.TO) on December 19, 2018, the Company announced today that it has taken up 18,181,818 common shares (the “Shares”) at a purchase price of C$16.50 per Share (the “Purchase Price”) under the Company’s Substantial Issuer Bid (the “Offer”) to repurchase for cancellation up to C$300,000,000 of its Shares.
The Shares purchased under the Offer represent approximately 22.7% of the Shares issued and outstanding (undiluted) prior to the take-up of the Shares. After giving effect to the repurchase, the number of issued and outstanding Shares is 62,064,531 (undiluted). None of the directors or management of the Company tendered any of their Shares pursuant to the Offer.
A total of approximately 26 million Shares were properly tendered to the Offer and not withdrawn. As the Offer was oversubscribed, shareholders who made auction tenders at C$16.50 and purchase price tenders will have approximately 83% of their successfully tendered Shares purchased by Home Capital, other than “odd lot” tenders, which are not subject to proration.
Payment for the purchased Shares will be effected by Computershare Investor Services Inc. (the “Depositary”) in accordance with the Offer and applicable law. Any Shares tendered and not purchased will be returned to shareholders promptly by the Depositary.
To assist shareholders in determining the tax consequences of the Offer, Home Capital estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Share was approximately C$2.94 as at December 21, 2018. The “specified amount” (for purposes of subsection 191(4) of the Income Tax Act (Canada)) is C$16.45.
The full details of the Offer are described in the offer to purchase and issuer bid circular dated November 12, 2018, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com.
As previously announced, now that the Substantial Issuer Bid is complete, Home Capital has submitted an application to the Toronto Stock Exchange today to implement a Normal Course Issuer Bid. The Company will provide further details regarding the Normal Course Issuer Bid following acceptance of its application by the Toronto Stock Exchange.
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.
Caution Regarding Forward Looking Statements
This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to the Company’s completion of a substantial issuer bid, the size of the substantial issuer bid and the implementation of a normal course issuer bid. Please refer to Home Capital’s 2017 Annual Report, available on Home Capital’s website at www.homecapital.com, and on the Canadian Securities Administrators’ website at www.sedar.com, for Home Capital’s Caution Regarding Forward-looking Statements.
About Home Capital and Home Trust
Home Capital Group Inc. is a public company, traded on the Toronto Stock Exchange (HCG), operating through its principal subsidiary, Home Trust Company (“Home Trust”). Home Trust is a federally regulated trust company offering residential and non-residential mortgage lending, securitization of insured residential mortgage products, consumer lending and credit card services. In addition, Home Trust offers deposits via brokers and financial planners, and through a direct to consumer deposit brand, Oaken Financial. Home Trust also conducts business through its wholly owned subsidiary, Home Bank. Licensed to conduct business across Canada, we have offices in Ontario, Alberta, British Columbia, Nova Scotia, Quebec and Manitoba.