Sagicor Financial Company Ltd. cautions investors regarding New York Stock and Bond LLC mini-tender offer

TORONTO and BARBADOS, Oct. 19, 2022 /CNW/ - Sagicor Financial Company Ltd. (TSX: SFC) ("Sagicor" or "Company") has been notified of an unsolicited mini-tender offer by New York Stock and Bond LLC to purchase 10,000 common shares¹ in the capital of the Company from Sagicor's shareholders at a price of US$4.00 per common share. The unsolicited offer represents a discount of approximately 12% to the closing price of the common shares on the TSX on September 20, 2022², the last trading day before the offer was commenced, and a discount of approximately 10% to the closing price of the common shares on the TSX on October 18, 2022. ³ The common shares do not trade on a recognized stock exchange in the United States. 

Sagicor does not endorse New York Stock and Bond LLC's unsolicited offer, has no association with New York Stock and Bond LLC or its offer, and does not recommend acceptance of the offer. New York Stock and Bond LLC's offer has been made at a price below the current market price for the common shares.

Mini-tender offers such as New York Stock and Bond LLC's seek a small number of a class of outstanding shares and so avoid many of the investor protections like disclosure and procedural protections applicable to most bids under Canadian law.  Securities regulators have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities. The Canadian Securities Administrators have issued long-standing guidance on the practice of mini-tenders, which can be found here.  Additionally, the United States Securities and Exchange Commission (SEC) has cautioned investors about mini-tender offers noting that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."  The SEC published investor tips regarding these offers on its website which can be found here.

Sagicor urges shareholders to obtain current market quotes for their common shares and to consult with their broker or financial advisor in considering New York Stock and Bond LLC's offer. According to New York Stock and Bond LLC's offer, Sagicor shareholders who have already tendered their common shares can withdraw their common shares at any time before 5:00 P.M. (New York City Time) on November 2, 2022 (unless the offer is extended) by following the procedure described in New York Stock and Bond LLC's offer documents. 

About Sagicor Financial Company Ltd.

Sagicor Financial Company Ltd. (TSX: SFC) is a leading financial services provider in the Caribbean, with over 180 years of history, and has a growing presence as a provider of life insurance products in the United States.  On August 25, 2022, Sagicor announced that it entered into a definitive agreement to acquire ivari, a leading middle-market individual life insurer in Canada with over 80 years of history in the region.  Sagicor offers a wide range of products and services, including life, health, and general insurance, banking, pensions, annuities, and real estate. Sagicor's registered office is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda, with its principal office located at Cecil F De Caires Building, Wildey, St. Michael, Barbados. Additional information about Sagicor can be obtained by visiting www.sagicor.com.

Cautionary Statements

Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may", "would" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to the mini-tender offer from New York Stock and Bond LLC. These forward-looking statements reflect material factors and expectations and assumptions of Sagicor. Sagicor's estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such, are subject to change.  Risks and uncertainties not presently known to Sagicor or that it presently believes are not material could cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect events and results are included in other documents and reports that will be filed by Sagicor with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Sagicor's expectations only as of the date of this press release.  Sagicor disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

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1 Sagicor only has common shares issued and outstanding.  New York Stock and Bond LLC's tender offer document mischaracterizes Sagicor's common shares as "ordinary shares".  According to the terms set out New York Stock and Bond LLC's offer, it reserves the right to purchase an additional amount of common shares over and above 10,000 common shares, with such amount is not to exceed two percent (2%) of the issued and outstanding common shares.

2 Based on the daily USD to CAD exchange rate published by the Bank of Canada on September 20, 2022.

3 Based on the daily USD to CAD exchange rate published by the Bank of Canada on October 18, 2022.

SOURCE Sagicor Financial Company Ltd.

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