TORONTO — Home Capital Group Inc. (TSX: HCG) (“Home Capital” or “the Company”) today announces that its board of directors has authorized the initiation of a substantial issuer bid (the “Offer”), pursuant to which Home Capital will offer to repurchase for cancellation up to C$115,000,000 of its common shares (the “Shares”) from shareholders for cash. The Offer is expected to be made by way of a “modified Dutch auction”, which would allow shareholders to select the price, within a price range between C$25.20 and C $28.60 per Share (in increments of C$0.10 per Share), at which each shareholder is willing to sell all or a portion of the Shares that such shareholder owns.
The Company expects to announce the commencement of the Offer on August 8, 2022 and that the Offer will expire on September 13, 2022 at 5:00 pm Eastern Time, unless extended or withdrawn by Home Capital.
The Offer will be for up to a maximum of 4,563,492 Shares or approximately 11.4% of Home Capital’s 40,046,684 total issued and outstanding Shares, as of August 3, 2022, based on full participation and a purchase price equal to the minimum purchase price per Share. The directors and officers of the Company have advised that they will not tender any of their Shares pursuant to the Offer.
Upon expiry of the Offer, Home Capital will determine the lowest purchase price (which will not be more than C$28.60 per Share and not less than C$25.20 per Share) that will allow the Company to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding C$115,000,000.
The formal offer to purchase and issuer bid circular, together with the related letter of transmittal and notice of guaranteed delivery (the “Offer Documents”), containing the terms and conditions of the Offer and instructions for tendering Shares, among other things, are expected to be sent to shareholders and filed on or about August 8, 2022 with the applicable securities regulators and made available on SEDAR at www.sedar.com.
None of Home Capital nor its board of directors makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Shares to the Offer or as to the purchase price or prices at which shareholders may choose to tender Shares. Shareholders are urged to read the Offer Documents, when available, carefully and in their entirety, and to consult their own financial, tax and legal advisors and to make their own decisions with respect to participation in the Offer.
Any questions or requests for assistance in tendering Shares to the Offer may be directed to BMO Capital Markets, the financial advisor and dealer manager for the Offer, or to Computershare Investor Services Inc., the depositary for the Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Shares. The solicitation and the offer to purchase Shares by Home Capital will only be made pursuant to the Offer Documents.
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 intention to commence a substantial issuer bid and the size, timing, and terms and conditions of the Offer. Please refer to Home Capital’s 2022 Second Quarter Report, available on Home Capital’s website at www.homecapital.comand on the Canadian Securities Administrators’ website at www.sedar.comfor 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 is a federally regulated trust company offering residential and non-residential mortgage lending, securitization of residential mortgage products, consumer lending and credit card services. In addition, Home Trust and its wholly owned subsidiary, Home Bank offer deposits via brokers and financial planners, and through a direct-to-consumer brand, Oaken Financial. Licensed to conduct business across Canada , we have offices in Ontario, Alberta, British Columbia, Nova Scotia, and Quebec.
VP, Investor Relations and ESG