Press release from Marketwire
Equity Financial Reports Results of Annual and Special Meeting of Shareholders
Shareholders Approve Sale of Transfer Agent and Corporate Trust Business to TMX Group
Tuesday, April 02, 2013
Equity Financial Reports Results of Annual and Special Meeting of Shareholders17:10 EDT Tuesday, April 02, 2013
TORONTO, ONTARIO--(Marketwired - April 2, 2013) - Equity Financial Holdings Inc. ("EQI" or the "Corporation") (TSX:EQI), a Canadian financial services company, today announced the results from its Annual and Special Meeting of Shareholders held on April 2, 2013.
"We are pleased that our shareholders have approved the transaction with TMX Group," said Equity President & CEO, Paul G. Smith. "Given the significance of this strategic decision, we felt it was important for shareholders to have the opportunity to approve it. The sale of the transfer agent and corporate trust business provides us with the necessary capital to invest in our new strategy. We are excited about the growth potential for the company as we focus on the rapidly growing retail mortgage lending and deposit-taking business."
Under the terms of the transaction agreement, TMX Group will acquire Equity's transfer agent and corporate trust business for $64 million payable in cash at closing, subject to certain post-closing price adjustments. The finalization of the transaction is expected during the second quarter of calendar 2013 and remains subject to the closing conditions outlined in EQI's Management Information Circular dated February 28, 2013.
In addition to approving the transaction with the TMX Group by more than the requisite two-thirds needed, shareholders also voted to approve the Corporation's Shareholder Rights Plan and the renewal of the Employee Stock Option Plan (including all unallocated options thereunder). All of the incumbent directors were re-elected to the board, which are comprised of: Donald A. Wright, Paul G. Smith, Michael A. Gerrior, Bradley R. Kipp, Bernard J. le Duc, J. Allan Ringler, Elmer I. Kim, Natasha A. Sharpe and Thomas R. Spencer. Donald A. Wright was then re-elected Chairman of the Board by the directors. Shareholders also approved the reappointment of BDO Canada LLP as the Corporation's independent auditor and authorized the board to fix their remuneration.
About Equity Financial Holdings Inc.
Through its wholly owned subsidiaries, the Corporation provides transfer agent, corporate trust, foreign exchange and retail mortgage services to the corporate and institutional markets, and the retail mortgage market. Following the completion of the transaction with TMX Group, the Corporation will be a Canadian financial services company serving the alternative retail mortgage market through its federally regulated and wholly-owned subsidiary, Equity Financial Trust Company. Learn more at www.equityfinancialholdings.com.
Statements regarding Forward-Looking Information
Certain portions of this press release as well as other public statements by the Corporation contain "forward-looking information" within the meaning of applicable Canadian securities legislation, which is also referred to as "forward-looking statements", which may not be based on historical fact. Wherever possible, words such as "will", "plans," "expects," "targets," "continue", "estimates," "scheduled," "anticipates," "believes," "intends," "may," and similar expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward-looking information. Such forward-looking statements include, without limitation, statements regarding any information as to future financial or operating performance and other statements that express expectations or estimates of future performance, including statements regarding the Corporation's EBITDA and earnings expectations for the mortgage and deposit business, fee income, expense levels, the completion of the proposed sale of Equity's transfer agent and corporate trust services business to the TMX, including the expected timelines for completion, the expected use of proceeds therefrom and the anticipated effect of the sale transaction on its business, operations and financial results, the Corporation's expected need for regulatory capital, the expected timing of the Corporation's previously disclosed wind-down of its day-to-day retail foreign exchange operations and its expected impact on the Corporation's business, operations and financial results, general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in government regulations, unexpected judicial or regulatory proceedings, catastrophic events, and the Corporation's ability to complete strategic transactions and integrate acquisitions and other factors.
Certain material factors or assumptions are applied by the Corporation in making forward-looking statements and are based on management's knowledge of current business conditions and expectations of future business conditions and trends, including without limitation, factors and assumptions regarding its ability to fund its mortgage business, the value of mortgage originations, the competitive nature of the alternative mortgage market, the expected margin between the interest earned on its mortgage portfolio and the interest to be paid on its deposits, the relative continued health of real estate markets, acceptance of its products in the marketplace, the state of current credit, interest rate and liquidity conditions affecting the Corporation and the Canadian economy, retail mortgage markets, housing sales, and equity and capital markets, as well as its operating cost structure and the current tax regime. Certain other factors and assumptions have been applied in making forward-looking statements, including, assumptions relating to the timing and completion of the proposed transaction with the TMX, the Corporation's ability to implement and realize on its new strategic focus following completion of the transaction with the TMX, the Corporation's ability to wind-down its day-to-day retail foreign exchange operations and the expected impact on the Corporation's business, operations and financial results, as well as the Corporation's capital and financing requirements.
Forward-looking statements reflect the Corporation's current views with respect to future events and are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, as they reflect the Corporation's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation, are inherently subject to significant business, economic, regulatory, competitive, political and social uncertainties and contingencies. Many factors could cause the Corporation's actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements including, among others,
failure to successfully close the proposed transaction with the TMX, failure by the Corporation in implementing and realizing its new strategic focus, a significant downturn in capital markets or the economy as a whole, delays in completing the wind-down of the Corporation's day-to-day retail foreign exchange operations or other unforeseen circumstances arising from such wind-down, reduced large-volume foreign exchange revenue which could lead to an impairment of goodwill in our foreign exchange unit, errors or omissions by the Corporation in providing services to its customers, significant changes in foreign currency exchange rates, extreme price and volume fluctuations in the stock markets, significant increases in the cost of complying with applicable regulatory requirements, civil unrest,
economic recession, pandemics, war and acts of terrorism which may adversely impact the North American and global economic and financial markets, inability to raise funds through public or private financing in the event that the Corporation incurs operating losses or requires substantial capital investment in order to respond to unexpected competitive pressures, significant changes in interest rates, failure by Equity Financial Trust Company ("EFT") to meet ongoing regulatory obligations, failure by the Corporation to generate or obtain sufficient cash or cash equivalents in a timely manner and at a reasonable price or to adequately monitor and/or adjust its mortgage portfolio management practices for changing circumstances, failure by the Corporation to attract and to retain the necessary employees to meet its needs, failure by EFT to adequately monitor the services provided by third party service providers or to establish alternative arrangements if required, failure by EFT to secure sufficient deposits from securities dealers or a sufficient level of mortgage origination from its mortgage broker network, a failure of the computer systems of the Corporation or one or more of its service providers or the risks detailed from time-to-time in the Corporation's quarterly filings, annual information forms, annual reports and annual filings with securities regulators, including, without limitation the risks described in the Corporation's annual information form dated February 28, 2013 (a copy of which can be found on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com) under the headings "Cautionary Statement Regarding Forward Looking Information" and "Description of the Business - Risks of the Business" and the Corporation's management's discussion & analysis for the year ended December 31, 2012 dated February 13, 2013 under the heading "Risks". Forward-looking information will be updated as required pursuant to the requirements of applicable securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
Equity Financial Holdings Inc.
Paul G. Smith
(416) 361-0930 Ext.270
Equity Financial Holdings Inc.
(416) 361-0930 Ext.290
NATIONAL Public Relations
NATIONAL Public Relations