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April 15, 2019

Power Financial Announces Preliminary Results of Substantial Issuer Bid

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Readers are referred to the section "Forward-Looking Statements" at the end of this release. All figures are expressed in Canadian dollars.

MONTRÉAL, April 15, 2019 /CNW Telbec/ - Power Financial Corporation (the "Corporation" or "PFC") (TSX: PWF) today announced the preliminary results of its substantial issuer bid (the "PFC Offer") to purchase for cancellation up to $1.65 billion of its common shares ("Shares"). The PFC Offer expired at 11:00 a.m. on April 13, 2019.

Great-West Lifeco Inc. ("Great-West") (TSX: GWO), a subsidiary of the Corporation, announced today its preliminary results from its own substantial issuer bid (the "Great-West Offer") whereby Great-West expects to take up and purchase for cancellation approximately 59.7 million common shares of Great-West ("Great-West Shares") (including Great-West Shares tendered by notice of guaranteed delivery) at a purchase price of $33.50 per Great-West Share. Great-West Shares expected to be purchased under the Great-West Offer represent approximately 6.0% of the issued and outstanding Great-West Shares on a non-diluted basis at the time that the Great-West Offer was announced. After giving effect to the Great-West Offer, approximately 928.7 million Great-West Shares are expected to be issued and outstanding.

PFC tendered a significant portion of its Great-West Shares on a proportionate basis and all remaining tendered Great-West Shares on a non-proportionate basis. PFC's ownership in Great-West is expected to decrease from approximately 67.8% to approximately 66.8% following completion of the Great-West Offer. PFC expects to use the proceeds it receives from its participation in the Great-West Offer to fund the PFC Offer.

Power Financial announced today that, in accordance with the terms and conditions of the PFC Offer and based on a preliminary count by Computershare Trust Company of Canada, as depositary for the PFC Offer, of the approximately 484.1 million Shares deposited to the PFC Offer (including those deposited by shareholders tendering on a proportionate basis) the Corporation expects to take up and purchase for cancellation approximately 50.0 million Shares (including Shares tendered by notice of guaranteed delivery) at a purchase price of $33.00 per Share. Shares expected to be purchased under the PFC Offer represent approximately 7.0% of the issued and outstanding Shares on a non-diluted basis at the time that the PFC Offer was announced. After giving effect to the PFC Offer, approximately 664.1 million Shares are expected to be issued and outstanding.

As the PFC Offer was oversubscribed, shareholders who made auction tenders at or at less than $33.00 and purchase price tenders are expected to have approximately 99% of their maximum take-up of Shares purchased by the Corporation, other than "odd lot" tenders, which are not subject to proration. Shareholders who made auction tenders above $33.00 are not expected to have any of their Shares taken-up and purchased by the Corporation.

"We were pleased to have supported Great-West Lifeco Inc. in the successful completion of its substantial issuer bid, which was announced earlier this morning. PFC also completed its substantial issuer bid, which will return capital to our shareholders, while maintaining Power Financial's strong capital position to fund future growth opportunities," said Jeffrey Orr, President and Chief Executive Officer of the Corporation.

The Corporation's principal shareholder, Power Corporation of Canada ("Power Corporation") tendered a significant portion of its Shares on a proportionate basis and all remaining tendered Shares on a non-proportionate basis. Consequently, Power Corporation's ownership in the Corporation is expected to decrease from approximately 65.5% to approximately 64.1% following completion of the PFC Offer.

The full details of the PFC Offer are described in the offer to purchase and issuer bid circular dated March 8, 2019, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR at www.sedar.com, and posted on the Corporation's website at www.PowerFinancial.com.

The number of Shares to be purchased under the PFC Offer and the purchase price per Share are preliminary, subject to verification by the depositary and assume that all Shares tendered by notice of guaranteed delivery will be delivered within the two trading day settlement period. The Corporation will announce the final results on the day that Shares are taken-up.

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.

About Power Financial

Power Financial Corporation is a diversified international management and holding company with interests substantially in the financial services sector in Canada, the United States and Europe. It also has significant holdings in global industrial and services companies based in Europe. Power Financial Corporation is a member of the Power Corporation Group of Companies. To learn more, visit www.PowerFinancial.com.

Forward-Looking Statements

Certain statements in this news release, other than statements of historical fact, are forward-looking statements based on certain assumptions and reflect the Corporation's current expectations. Forward-looking statements are provided to present information about management's current expectations and plans relating to the future and the reader is cautioned that such statements may not be appropriate for other purposes. These statements include, without limitation, statements regarding the size and purchase price per Share for the Great-West Offer and the PFC Offer, the expected number of Great-West Shares and Shares outstanding after the Great-West Offer and the PFC Offer, respectively, the expected use of proceeds from PFC's participation in the Great-West Offer, PFC's ownership in Great-West after the Great-West Offer and Power Corporation's ownership in the Corporation after the PFC Offer.

By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the Corporation's and its subsidiaries' control, affect the operations, performance and results of the Corporation and its subsidiaries and their businesses, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to the risks of the Great-West Offer and/or the PFC Offer not being consummated as, when and on the terms as expected, if at all, and the Corporation's and its subsidiaries' success in anticipating and managing the risks.

The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including that the list of factors in the previous paragraph, collectively, are not expected to have a material impact on the Corporation and its subsidiaries. While the Corporation considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.

Other than as specifically required by applicable Canadian law, the Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Additional information about the risks and uncertainties of the Corporation's business and material factors or assumptions on which information contained in forward-looking statements is based is provided in its disclosure materials, including its most recent Management's Discussion and Analysis and Annual Information Form, filed with the securities regulatory authorities in Canada and available at www.sedar.com.

 

SOURCE Power Financial Corporation

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