Toronto, Ontario, November 25, 2019 – First National Financial Corporation (TSX: FN, TSX:FN.PR.A, TSX:FN.PR.B) (“First National” or the “Company”) announced early today that two of its shareholders, one beneficially controlled by Stephen Smith, Co-Founder, Chairman and Chief Executive Officer and the other beneficially controlled by Moray Tawse, Co-Founder and Executive Vice President (together, the “Selling Shareholders”) and the Company have entered into an agreement with a syndicate of underwriters led by National Bank Financial Inc. and TD Securities Inc. (collectively the "Underwriters") for a secondary offering, on a bought deal basis, of 1,180,000 common shares of First National at a price of $42.40 per common share, for aggregate gross proceeds to the Selling Shareholders of approximately $50.0 million (the “Offering”). The press release also announced that the Selling Shareholders granted the Underwriters an over-allotment option (the “Over-allotment Option”) to purchase up to an additional 177,000 common shares at the offering price within 30 days from the date of the closing of the Offering solely to cover over-allotments, if any, and for market stabilization purposes.
In the earlier announcement, it incorrectly identified the number of common shares that Stephen Smith and Moray Tawse will beneficially own if the Over-Allotment Option is exercised in full. The correct number of common shares that Stephen Smith will beneficially own if the Over-allotment Option is exercised in full is 22,360,475 common shares, representing approximately 37.3% of the common shares outstanding and the number of common shares that Moray Tawse will beneficially own if the Over-allotment Option is exercised in full is 20,360,475 common shares, representing approximately 34.0% of the common shares outstanding.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state, province or other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
About First National Financial Corporation
First National Financial Corporation (TSX:FN, TSX:FN.PR.A, TSX:FN.PR.B) is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single-family and multi-unit) and commercial mortgages. With over $110 billion in mortgages under administration, First National is Canada’s largest non-bank originator and underwriter of mortgages and is among the top three in market share in the mortgage broker distribution channel. For more information, please visit www.firstnational.ca.
Caution Concerning Forward-Looking Statements
Certain statements in this press release about current and future plans, expectations and intentions, or any other future events or developments constitute forward-looking statements including the expected number of common shares that will be owned if the Over-allotment Option is exercised in full. The words "will", "expects", "plans", "intends", "estimates" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements are based on assumptions made by First National in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, general economic and market conditions and adverse economic conditions.
The purpose of the forward-looking statements is to provide the reader with a description of management's expectations and may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements made herein. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date hereof, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
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