AGF.B AGF Management Ltd

AGF Management Limited (TSX: AGF.B, “AGF” or the “Company”) today announced the preliminary results of its substantial issuer bid (the “Offer”), pursuant to which AGF offered to purchase for cancellation a number of its Class B non-voting shares (the “Class B Non-Voting Shares”) for an aggregate purchase price not to exceed $40 million at a purchase price of not less than $5.85 and not more than $6.75 per Class B Non-Voting Share. The Offer expired at 5:00 p.m. (Toronto time) on November 8, 2022.

In accordance with the terms and conditions of the Offer, and based on the preliminary results from Computershare Investor Services Inc. (the “Depositary”), as depositary for the Offer, AGF expects to take up and pay for 3,488,646 Class B Non-Voting Shares at a price of $6.75 per Class B Non-Voting Share (the “Purchase Price”) under the Offer, representing an aggregate purchase price of approximately $23.5 million and 5.1% of the total number of AGF’s issued and outstanding Class B Non-Voting Shares before giving effect to the Offer.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated October 3, 2022, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which we filed and are available on SEDAR at www.sedar.com.

After giving effect to the Offer, AGF expects to have 57,600 Class A voting common shares and 64,616,189 Class B Non-Voting Shares issued and outstanding.

The number of Class B Non-Voting Shares to be purchased and the Purchase Price referred to above are preliminary and remain subject to verification by the Depositary. Upon take up and payment of the Class B Non-Voting Shares purchased, AGF will release the final results of the Offer.

Tax Information

To assist shareholders in determining the tax consequences of the Offer, AGF estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Class B Non-Voting Share is $3.30. AGF designates the entire amount of the deemed dividend arising from its repurchase of the Class B Non-Voting Shares as an eligible dividend. Dividends are designated to be eligible dividends pursuant to the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.

The "specified amount" of each Class B Non-Voting Share (for purposes of subsection 191(4) of the Income Tax Act (Canada)) is $6.44. 

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell AGF’s Class A Shares or Class B Non-Voting Shares.

About AGF Management Limited

Founded in 1957, AGF Management Limited (AGF) is an independent and globally diverse asset management firm delivering excellence in investing in the public and private markets through its three distinct business lines: AGF Investments, AGF Private Capital and AGF Private Wealth.

AGF brings a disciplined approach focused on providing an exceptional client experience and incorporating sound responsible and sustainable practices. The firm’s investment solutions, driven by its fundamental, quantitative and private investing capabilities, extends globally to a wide range of clients, from financial advisors and their clients to high-net worth and institutional investors including pension plans, corporate plans, sovereign wealth funds, endowments and foundations.

Headquartered in Toronto, Canada, AGF has investment operations and client servicing teams spanning on the ground in North America, Europe and Asia. With approximately $40 billion in total assets under management and fee-earning assets, AGF serves more than 800,000 investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS – Certain statements in this press release about the Offer, including the actual number of Class B Non-Voting Shares to be taken up and paid for in connection with the Offer, the purchase price, and the number of Class B Non-Voting Shares expected to be issued and outstanding after the completion of the Offer, and other statements that are not historical facts, constitute "forward-looking statements" within the meaning of applicable Canadian securities laws. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" 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 estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct or that the Company's expectations regarding this Offer or the Company's actual results, level of activity, performance or achievements or future events or developments will be achieved. Many factors could cause the Company's expectations regarding the Offer or the Company's actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements. Further details and descriptions of these and other factors are disclosed in the offer to purchase and in AGF’s management’s discussion and analysis for the year ended November 30, 2021 and 2020, under the heading “Risk Factors and Management of Risk”.

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 the Company has no intention and undertakes 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. Further details and descriptions of these and other factors are disclosed in the Offer and in AGF's public filings with provincial or territorial securities regulatory authorities, which may be accessed on SEDAR's website at www.sedar.com.

AGF MANAGEMENT LIMITED SHAREHOLDERS, ANALYSTS AND MEDIA, PLEASE CONTACT:

Courtney LearmontVice-President, Finance647-253-6804, InvestorRelations@agf.com