MONTREAL, Oct. 15, 2015 /CNW Telbec/ - Fiera Capital Corporation ("Fiera Capital" or the "Firm" or the "Corporation"), (TSX: FSZ), a leading independent investment firm, announces that it has completed today a private placement of 729,157 Class A subordinate voting shares (the "Class A Shares") to Natcan Investment Management Inc. ("Natcan"), a wholly-owned subsidiary of National Bank of Canada ("NBC"), pursuant to the terms of the asset purchase agreement between the Corporation, Natcan and NBC dated February 24, 2012, as amended, (the "Agreement") with respect to the acquisition by the Corporation of the business of Natcan.
Pursuant to the Agreement, a portion of the purchase price shall be satisfied by the Corporation by making annual payments for a period of seven years following the closing of the acquisition which occurred on April 2, 2012 (each, an "Annual Payment"). The Annual Payment in respect of the two first years were payable by the issuance of Class A Shares of the Corporation. Each of the remaining Annual Payments are payable in cash or, at the sole discretion of the Corporation, by the issuance of Class A Shares of the Corporation.
In accordance with the Agreement, the Corporation has elected to issue to Natcan Class A Shares in satisfaction of the Annual Payment of CAD$8.5 million in respect of the year commencing July 1, 2014 and ended June 30, 2015. The issue price per Class A Share is equal to the volume weighted average trading price of the Class A Shares for the 20 trading day period ended October 14, 2015.
The issuance of the Class A Shares to Natcan constitutes a related party transaction but is exempt from the valuation and minority approval requirements of National Instrument 61-101 because the amount involved does not exceed 25% of Fiera Capital's market capitalization.
The Class A Shares issued to Natcan are subject to a four month hold period in accordance with applicable Canadian securities laws.
Normal Course Issuer Bid
Fiera Capital is also pleased to announce that it has received the Toronto Stock Exchange's (the "TSX") approval to commence a normal course issuer bid for a 12 month period.
Pursuant to its normal course issuer bid, Fiera Capital may purchase for cancellation up to a maximum of 3,509,288 Class A subordinate voting shares, representing approximately 10% of the public float of Class A subordinate voting shares as at September 30, 2015.
The board of directors of Fiera Capital believes that the repurchase of Class A Shares is a sound use of Fiera Capital's funds and the normal course issuer bid will provide Fiera Capital with the flexibility to purchase Class A Shares from time to time as it considers advisable.
The purchases under the Firm's normal course issuer bid will be made on the open market through the facilities of the TSX in accordance with its policy on normal course issuer bids and through alternative trading systems and in accordance with their requirements. Purchases may also be made outside of the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulatory authorities. Fiera Capital has retained National Bank Financial as broker to manage the normal course issuer bid. The price which the Firm will pay for repurchased shares will be the market price at the time of acquisition plus brokerage fees, except that purchases effected outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulatory authorities will be at a discount to the market price as provided in such exemption orders. Purchases may commence as of October 19, 2015 and will terminate no later than October 18, 2016.
The average daily trading volume of Fiera Capital's Class A Shares over the last six complete calendar months was 31,139 Class A Shares (the "ADTV"). Accordingly, under TSX rules and policies, Fiera Capital is entitled on any trading day to purchase up to 7,784 Class A Shares. Fiera Capital may also purchase, once a week and in excess of the foregoing daily repurchase limit of 25% of the ADTV, blocks of Class A Shares that are not owned by any insiders, in accordance with the TSX rules and policies.
During the last 12 months, the Corporation has not repurchased any Class A Shares pursuant to a normal course issuer bid.
This document may contain certain forward-looking statements. These statements relate to future events or future performance, and reflect management's expectations or beliefs regarding future events, including business and economic conditions and Fiera Capital's growth, results of operations, performance and business prospects and opportunities. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend" or the negative of these terms, or other comparable terminology.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement.
These factors include, but are not limited to, market and general economic conditions, the nature of the financial services industry, and the risks and uncertainties detailed from time to time in Fiera Capital's interim and annual consolidated financial statements, and its Annual Report and Annual Information Form filed on www.sedar.com. These forward-looking statements are made as of the date of this document, and Fiera Capital assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable law.
About Fiera Capital Corporation
Fiera Capital Corporation is a leading North American independent asset management firm listed on the Toronto Stock Exchange. The firm offers a wide range of traditional and alternative investment solutions, including depth and expertise in asset allocation. At June 30, 2015, Fiera Capital's AUM was approximately CAD$90 billion. The firm delivers distinctive investment management capabilities to institutional, private wealth and retail clients in Canada. In the U.S., asset management services are provided by its U.S. affiliates, which are investment advisers registered with the U.S. Securities and Exchange Commission. For more information, visit www.fieracapital.com.
SOURCE Fiera Capital Corporation