The holders of the PWC series C notes also approved the modification and waiver of their right to receive any interest payments that become due and payable while the pre-amalgamation agreement between VersaBank and PWC is in force, including for certainty, the interest payment due and payable on December 31, 2016.
Of the votes cast at each meeting, approximately 90.42% of the PWC class B preferred shares, 94.96% of the PWC series C notes, 98.73% of the PWC common shares and 99.92% of the VersaBank common shares and preferred shares, voting together as a single class, voted in favor of the resolutions to approve the certain aspects of the merger, PWC recapitalization and, in respect of the PWC series C notes only, the interest payment waiver. In addition, approximately 96.09% of the PWC common shares voted in favor of the merger and related transactions, other than those required to be excluded in determining such approval prescribed by multilateral instrument 61 to 101 – protection of minority security holders in special transactions.
“We are very pleased by the overwhelming support the transaction received from our security holders and look forward to bringing the transaction to a successful completion,” said David Taylor, president and CEO of VersaBank and PWC.
The closing of the merger remains subject to certain regulatory approvals in Canada, including from the Minister of Finance, but is expected to close in Q1/17.
PWC has delivered notices of redemption to holders of its 7.5% notes maturing on March 31, 2017 and non-voting, non-participating class “A” preferred shares pursuant to which such securities will be redeemed for cash in accordance with their terms effective as of January 27, 2017 and January 30, 2017, respectively.
VersaBank, a technology based and digital Canadian Schedule I chartered bank, operates using an “electronic branchless model.”
PWC Capital is a holding company that currently owns approximately 63% of VersaBank’s outstanding common shares.