Mulvihill Capital Management Inc. Announces Special Meeting of World Financial Split Corp. at - Latest Global News

Mulvihill Capital Management Inc. Announces Special Meeting of World Financial Split Corp. at

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TORONTO, May 15, 2024 (GLOBE NEWSWIRE) — (TSX:
WFS) Mulvihill Capital Management Inc. (the “Manager“), the manager of World Financial Split Corp. (the “Fund“) announced today that the Fund’s Board of Directors has approved a proposal to amend the Fund’s investment objectives, strategy and restrictions and to amend the Fund’s Articles of Association, as set out in the Management Information Circular (the “Circular“) for the special session (the “Meet“) the shareholders of the fund (the “Shareholders“).

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The purpose of the meeting is to consider and vote on a special resolution to reposition and recapitalize the Fund to improve its ability to achieve its investment objectives in the future by making the following changes. In this context, the Fund proposes to amend the following (together: “Proposed changes“):

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  • the Fund’s investment objectives, strategy and limitations to expand and diversify the portfolio from equity securities to global equity securities selected by the Manager and to increase the dividend on the preferred shares to $0.0625 per month (7.5% of the original issue price of $10.00 ) and reinstatement of the Class A Share distribution (targeting 12.0% per annum, payable monthly on the consolidated net asset value of the Class A Shares of approximately $8.00 per Share);
  • the fund’s statutes to:
    • change the name of the Fund to “Premium Global Income Split Corp.”;
    • Consolidating the Fund’s Class A Shares to reset the Net Asset Value per Class A Share to approximately $8.00 per Share;
    • convert the Fund’s existing Preferred Shares into a number of Class A Shares and a lesser number of Preferred Shares of the same class, determined based on the number of Shares redeemed pursuant to the special redemption right set forth below (e.g. under the Assuming that In a 4-for-1 Class A stock consolidation, the manager assumes that 100 shares of preferred stock will be exchanged into approximately 41 shares of Class A stock and 66 shares of preferred stock, with the value initially equal to the value of the preferred stock so exchanged (shares are to be changed will be announced on June 17, 2024);
    • extend the Fund’s termination date from June 30, 2025 to June 30, 2029 and allow the Fund’s directors to extend the termination date for successive five-year terms;
    • Elimination of the $15.00 net asset value per share dividend threshold for Class A shares;
    • grant a special right of cancellation to holders of Class A Shares and Preferred Shares who do not wish to continue their investment in the Fund (the “Special right of withdrawal“) to allow such Shareholders to redeem their Shares on June 28, 2024 on the same terms and conditions that would apply if the Fund had redeemed all Shares as originally scheduled for June 30, 2025 and to ensure that Shareholders Those wishing to exercise the special right of withdrawal must notify that they wish to exercise this right by June 14, 2024 at the latest; And
    • create an unlimited number of new classes of shares which may be issued in an unlimited number of series and authorize the directors of the Fund to determine the rights, privileges and restrictions associated with each such series.

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The proposed changes will be beneficial to the Fund and Shareholders for the following reasons:

  • Changing the Fund’s investment strategy from global financials to a diversified portfolio of predominantly large-cap global equity securities should enable the Fund to achieve better returns across different market sectors. Removing the restriction on the ability to invest in underlying funds to achieve this exposure gives the manager more flexibility.
  • The name change to Premium Global Income Split Corp. reflects the Fund’s renewed focus on global equities while maintaining the Fund’s call and put option writing strategy, which is expected to further increase distribution income and reduce the overall cost of acquiring portfolio securities. Given the Fund’s existing capital losses, the Manager expects that distributions on the Shares will consist primarily of returns of capital for the foreseeable future.
  • By consolidating the Class A Shares, the Fund’s Net Asset Value per Class A Share will be restored to a higher level and the distribution of the Class A Shares will be reinstated.
  • Converting each existing share of preferred stock into a series of Class A shares and a series of preferred shares will increase the coverage of the preferred shares, create potential for capital appreciation, increase the total return to the holders of such shares and create more appropriate levels of leverage for the shares of the Class A

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If the proposed changes are approved, the Fund will (a) make consequential changes to its investment objectives and strategy (as described in the Circular), (b) make consequential changes to its investment restrictions (as described in the Circular), and (c) subject to the approval of the Toronto Stock Exchange will change the ticker symbol for the Class A Shares and the Preferred Shares to “PGIC.A” and “PGIC.PR.A,” respectively.

The Fund’s Board of Directors has unanimously approved the proposed changes and is recommending that shareholders vote on them FOR the proposed changes. The Fund’s Independent Audit Committee has made a positive recommendation in favor of the proposed changes.

A special meeting of stockholders has been convened and will be held virtually on June 21, 2024, with a record date of May 13, 2024 (the “Recording date“) for the meeting. The meeting is scheduled to take place as a purely virtual meeting via live audio webcast online on June 21, 2024 at 10:00 a.m. (Eastern Time). Shareholders, regardless of their geographical location, have the same opportunity to participate online at the Shareholders may not attend the meeting in person. Shareholders registered as of the close of business on the record date are entitled to receive notice of the meeting and to vote at the meeting in good time before the proxy deadline. June 2024 at 5:00 p.m. (Eastern Time).

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In order for the proposed changes to be effective, the proposed changes must be approved by a two-thirds majority of the votes cast at the meeting by the holders of the Class A Shares and the Preferred Shares, each voting separately as a class.

The circular will be mailed to shareholders in accordance with applicable law and will be available on the Fund’s profile on SEDAR+ at www.sedarplus.com. The circular contains important information on the proposed changes and related matters, including voting procedures and the ability to attend the meeting virtually. Shareholders are urged to read the circular and its appendices carefully and completely.

For more information, please contact Investor Relations at 416.681.3966, toll free at 1-800-725-7172 or visit us www.mulvihill.com.

John Germain, Senior Vice President and CFO Mulvihill
Capital city
management
Inc.
121 King Street West Suite 2600
Toronto, Ontario, M5H 3T9 416.681.3966;
1,800,725,7172
www.mulvihill.com
[email protected]

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