TORONTO, Oct. 5, 2021 /CNW/ - Equitable Group Inc. (TSX: EQB) (TSX: EQB.PR.C), (the "Company") is pleased to announce that the resolution placed in front of shareholders at the special meeting held earlier today, which was to amend the articles of the Company to effect a two-for-one share split, has been passed (the "Share Split"). The Share Split received 99.99 percent approval. Final voting results on all matters voted on at the special meeting will be filed on SEDAR (www.sedar.com).
After consideration, the Company's board of directors has decided to proceed with the two-for-one Share Split, and the Company will proceed to file articles of amendment under the Business Corporations Act (Ontario) to effect the Share Split.
The Share Split will be implemented by way of a subdivision whereby shareholders receive one additional share for each share held. The Share Split will not impact a shareholder's proportionate interest in the Company. All future dividends declared by the Company will reflect the Share Split.
"We are pleased that both our shareholders and our board have approved the share split," said Chadwick Westlake, Chief Financial Officer of the Company. "This encourages greater market liquidity and wider distribution of our common shares among a broader investor base."
Shareholders of record as of the close of business on October 15, 2021 (the "Record Date") will receive from Computershare Investor Services Inc. ("Computershare"), the Company's registrar and transfer agent, on October 25, 2021 (the "Payment Date") one additional common share for every one common share held. As at the close of markets on October 5, 2021, the Company had 17,014,633 common shares issued and outstanding. Adjusting for the Share Split, as of October 5, there would have been 34,029,266 common shares issued and outstanding.
Shares of the Company will begin trading with "due bills" on the Toronto Stock Exchange (the "TSX") at the opening of business on October 14, 2021 (which is one trading day prior to the Record Date) until October 25, 2021 (which is the Payment Date), inclusively (the "Due Bill Period"). A due bill is an entitlement attached to a listed security undergoing a material corporate action, which includes the Share Split. During the Due Bill Period anyone who purchases shares of the Company on the TSX will receive an entitlement to be issued additional shares pursuant to the Share Split. Shares will commence trading on an "ex-distribution" (post-split) basis on the TSX at the opening of business on October, 26, 2021, as of which date purchases of common shares will no longer have the attaching entitlement to the additional common shares. The due bill redemption date will be October 27, 2021.
No action is required by shareholders. Existing share certificates representing shares of the Company will remain effective. They should be retained by shareholders and should not be forwarded to the Company or Computershare. On October 25, 2021 the additional shares required to give effect to the Share Split will be issued to holders of record at the close of business on October 15, 2021. On or about October 25, 2021, Computershare will mail certificates representing the additional shares issued to registered shareholders as a result of the Stock Split. In addition, Computershare will electronically issue the appropriate number of common shares to CDS Clearing and Depositary Services Inc. for distribution to non-registered (beneficial) shareholders. Non-registered (beneficial) shareholders who hold their common shares in an account with their investment dealer or other intermediary will have their accounts automatically updated to reflect the Share Split in accordance with the applicable brokerage account providers' usual procedures.
The share split is not expected to result in taxable income or in any gain or loss to shareholders for Canadian federal income tax purposes. Shareholders are advised to consult with their own tax advisors for further information. The Share Split will not dilute shareholders' equity and there will be no change to the interest, rights or privileges of common shares. All share and per share data for future periods will reflect the Share Split. The Company's equity-based compensation plans as well as its normal course issuer bid will be adjusted to reflect the Share Split.
Equitable Group Inc. ("Equitable") trades on the Toronto Stock Exchange (TSX: EQB and EQB.PR.C) and serves nearly three hundred thousand Canadians through its wholly-owned subsidiary Equitable Bank, Canada's Challenger Bank™. Equitable Bank (the "Bank") has grown to become the country's eighth largest independent Schedule I bank with a clear mandate to drive real change in Canadian banking to enrich people's lives. Founded over 50 years ago, Equitable Bank provides diversified personal and commercial banking and through its EQ Bank platform (eqbank.ca) has been named #1 Bank in Canada on the Forbes World's Best Banks 2021 list. Please visit equitablebank.ca for details.
Cautionary Note Regarding Forward-Looking Statements
Statements made by in the sections of this news release, in other filings with Canadian securities regulators and in other communications include forward-looking statements within the meaning of applicable securities laws (forward-looking statements). These statements include, but are not limited to, statements about Equitable and the Bank's objectives, strategies and initiatives, financial performance expectations and other statements made herein, including statements made by Equitable's CFO, whether with respect to Equitable's businesses or the Canadian economy.
In particular, this news release contains forward-looking information relating to the timing and the anticipated impact of a two-for-one Share Split on our common shares and future dividend payments.
Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "planned", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases which state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved", or other similar expressions of future or conditional verbs. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, closing of transactions, performance or achievements of Equitable or the Bank to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks associated with capital markets and additional funding requirements, fluctuating interest rates and general economic conditions, legislative and regulatory developments, changes in accounting standards, the nature of our customers and rates of default, and competition as well as those factors discussed under the heading "Risk Management" in the MD&A and in Equitable's documents filed on SEDAR at www.sedar.com. All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends, including their knowledge of the current credit, interest rate and liquidity conditions affecting Equitable and the Canadian economy. Although Equitable believes the assumptions used to make such statements are reasonable at this time and has attempted to identify in its continuous disclosure documents important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Certain material assumptions are applied by Equitable in making forward-looking statements, including without limitation, assumptions regarding its continued ability to fund its mortgage business, a continuation of the current level of economic uncertainty that affects real estate market conditions, continued acceptance of its products in the marketplace, as well as no material changes in its operating cost structure and the current tax regime. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Equitable does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.
SOURCE Equitable Group Inc.