Desjardins-Laurentian Financial Corp. - winding up of the Laurentian Group Corp.MONTREAL--(BUSINESS WIRE)--Jan. 3, 1996--Desjardins-Laurentian Financial Corporation ("DLFC") (ME, TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :DJN DJN Dow Jones Newswires .A) announces that on December 30, 1995, it has proceeded with the winding-up of The Laurentian Group Corporation ("LGC LGC Logistics (Contracting) LGC Local Government Commission LGC La Gloria Cubana (cigar) LGC Laboratory of the Government Chemist (UK) "), its wholly-owned subsidiary, thereby simplifying its corporate structure by eliminating the now inactive holding company. Under this reorganization, DLFC acquired all LGC's assets and assumed all liabilities. LGC was acquired by DLFC through an exchange bid completed at the end of 1993. Following this exchange bid, LGC, which was a reporting issuer, was privatized and as a consequence, LGC Class B subordinate voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. were no longer publicly-traded. DLFC held 57.5 percent of the Common shares of Laurentian Bank of Canada The Laurentian Bank of Canada (Banque Laurentienne du Canada) TSX: LB is a Schedule I bank in the province of Quebec. (It also has one branch in Ottawa, Ontario). (the "Bank") and 100 percent of the outstanding shares of Desjardins-Laurentian Life Group Inc. ("DLLG") indirectly through LGC. Following this reorganization, DLFC directly holds these interest in the Bank and in DLLG. Through a Supplemental Agreement, DLFC also assumes all of LGC's rights and obligations under the exchange agreement (the "Exchange Agreement") reached on November 26, 1992 between LGC, The Imperial Life Assurance Company of Canada ("Imperial Life") and Montreal Trust Company of Canada, as exchange trustee. The Exchange Agreement had been entered into pursuant to the issuance by Imperial Life of its Class Two Preferred Shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. , Series 1 which are exchangeable as of 1998 into LGC Class B Subordinate Voting Shares at the value set out in the Exchange Agreement. The Exchange Agreement also provides for the rights of the holders of these Preferred shares (the "holders") and of Imperial Life in the event of an exchange and further, that LGC has the option, at its sole indiscretion in·dis·cre·tion n. 1. Lack of discretion; injudiciousness. 2. An indiscreet act or remark. indiscretion Noun 1. the lack of discretion 2. , to purchase for a price of $25 any share presented for exchange either by the holders or by Imperial Life, as the case may be. The winding-up of LGC and the assumption by DLFC of LGC's obligations under the Exchange Agreement have not prejudiced the rights or interest of the holders. DLFC announces that its Board of Directors has decided that in the event of the exercise of the exchange right during the exchange period, DLFC will acquire Imperial Life's Preferred shares at a price of $25 per share. CONTACT: Guy Rivard, (514) 281-7198 |
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