National Bank and Canadian Western Bank confirm that the previously announced amendments for the CWB Tier 1 Capital Reorganization have been approved

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CWB Preferred Shares Series 5 & 9: Approved

CWB Limited Recourse Capital Notes Series 1 & 2: Approved

MONTREAL and EDMONTON, AB, Nov. 28, 2024 /CNW/ - On October 16, 2024, National Bank of Canada (TSX: NA) ("National Bank") and Canadian Western Bank (TSX: CWB) ("CWB") announced a tier 1 capital reorganization, involving the amendments to the following CWB securities:

  • $125 million First Preferred Shares Series 5 (Non-Viability Contingent Capital (NVCC)) (the "Series 5 Preferred Shares");

  • $125 million First Preferred Shares Series 9 (NVCC) (the "Series 9 Preferred Shares" and together with the Series 5 Preferred Shares, the "Preferred Shares");

  • $175 million 6.00% Limited Recourse Capital Notes Series 1 (NVCC) (Subordinated Indebtedness) (the "Series 1 LRCNs"); and

  • $150 million 5.00% Limited Recourse Capital Notes Series 2 (NVCC) (Subordinated Indebtedness) (the "Series 2 LRCNs" and together with the Series 1 LRCNs, the "LRCNs").

The Preferred Share Amendments

CWB is pleased to announce the voting results from its special meetings of the holders of the Series 5 Preferred Shares and the Series 9 Preferred Shares, which were conducted today to approve certain amendments to the terms of the Series 5 Preferred Shares and the Series 9 Preferred Shares (the "Preferred Share Amendments"):

  • Series 5 Preferred Shares: the resolution was approved by 95.48% of the votes cast by Series 5 Preferred Shareholders; and

  • Series 9 Preferred Shares: the resolution was approved by 93.90% of the votes cast by Series 9 Preferred Shareholders.

The amendments required the approval of 66⅔% of the votes cast by the applicable series of CWB Preferred Shareholders present or represented by proxy and entitled to vote at the applicable meeting. Copies of both reports of voting results will be available on CWB's SEDAR+ profile at www.sedarplus.com.

The LRCN Amendments

CWB is also pleased to announce the results from the consent solicitation of the holders of the Series 1 LRCNs and Series 2 LRCNs to approve certain amendments to the indentures governing the Series 1 LRCNs and the Series 2 LRCNs (the "LRCN Amendments"). Written consent of the holders of a majority in principal amount of each series of LRCNs, as applicable, approving the amendments to the indentures of the Series 1 LRCNs and Series 2 LRCNs was obtained.

The LRCN Amendments required the written consent of the holders of a majority in principal amount of each of the outstanding series of LRCNs and the consent solicitation cut-off time was today at 5:00 p.m. (Mountain Time).