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  • PSE Circular For Brokers No. 763-00

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    PSE Secondary Listing

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    PSE Circular for Brokers No. 763-00

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    PSE Secondary Listing

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    10 views27 pages

    PSE Circular For Brokers No. 763-00

    Uploaded by

    EAY
    PSE Secondary Listing

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 27
    Demu + L81:) March 23, 2000 PSE CIRCULAR FOR BROKERS NO. 763-00 SUBJECT : Sun Life Financial Services of Canada, Inc Secondary Listing by Way of Introduction EXECUTIVE SUMMARY |A. Brief Background on the Demutualization of Sun Life Assurance Company of Canada, Ine ("Sunlife" Key Dates on Demutuaizaton Plan January27, 1998 + Board of Directors of SunLife instructed its ‘management to prepae a plan for demutualization + Bligibilty Date for Polcyholéers to be entitled to Demutualization Benefits ‘August 4,199 +The Plan of Demutuelization was approved by the Board of Directors September28, + The Board of Directors of Sun Life ot (Canada 1999 adopted the Conversion Plan December 15, + ‘Special Meeting was held whereby Eligible 1999 Policyholders were asked to vote on the Plan for Demutualization. Eligible Polieyholders of Sunlife approved the Coaversion Plan Structure Before and After Demutualization Before the proposed demutualization, Sun Life is owned by its Participating Policyholders, with no common shareholders. As such, in accordance with the Insurance Companies Act of Canada, the Board of Directors is elected in full by the Participating Poticyholders. With the proposed demutualization, a new insurance holding company, Sun Life Financial Services of Canada, Inc. (the "Company" or *SLC'), has been ‘ever ane COTedeopue hana ome + incorporated under the Insurance Companies Act for the purpose of becoming the parent holding company of Sun Life. Under a plan of conversion adopted by the board ‘of directors of Sun Life on September 28, 1999 and approved by Eligible Policyholders on December 15, 1999, Sun Life Assurance will convert from a mutual insurance company to an insurance company with share capital and become a ‘wholly-owned subsidiary of Financial Services. B. Salient Features of Sun Life Financial Services of Canada, Inc.'s Listing [No.of shares for listing Listing Date ‘Number of Cash-eletion shares from Philippine olleyholders Number of shares to be retained by Philippine policyholders Par Value Offer Price Tax Treanment of + Transactions ‘Soros coverage nan he Approximately 400,148,008 common shares (The same number of shares will be listed in Toronto Stock Exchange, New York Stock Exchange, London Stock Exchange and the Philippine Stock Exchange, In) March 24,2000 Approximately 12,080,278 common shares ott Approximately 13,535,862 common shares SLC has no par value. Part $ Section 63 ofthe Insurance Companies Act of (Canada prohibits insurance companies from stating a par value for its shares. ‘The offer price shall be determined today, Merch 23, 2000 Price Range: Can12.00 to CanS15.00 Issuance of SLC shares to Bligible Policyholders who opted for shares ‘The orginal issuances of SLC ‘common shares to eligible Philippine policyholders isnot, subject to documentary stamp fx. + Selling the SLC shares onthe PSE: ‘Should the eligible policyholders ‘ish to sll those shares, the individual shareholder shall be required to pay stock transaction 1x of 0.5% ofthe proceeds and documentary stamp tax atthe rate (0f 0.25% of the original issue price ofthe shares. Schedule of Block Trade March 29, 2000 ‘Trading of shares in the PSE Eligible policyholders who opted for shares has the option of receiving shares in certificates or holding them in ‘Sun Life of Canada Share Account + Policyolders who elected to receive a share certificate can sll their shares immediately following the demutualization effective date by taking their shares to a broker. ‘Share certificates have been sent by registered mail beginning March 17, 2000 to those Eligible Policybolders who chose to receive centificates, However, SLC cannot ‘guarantee their delivery prior tothe scheduled listing on the PSE. Following the listing of common shares of SLC on the PSE and receipt ofthe share certificate, Eligible Polieyholders will be able to sll thie common shares onthe PSE. + ForPhilippine policyholders who ‘old their shares in the Share ‘Account, there are 2 options. (1 They choose to sel their haces as part ofthe Share ‘Seraieraee cova nan ear ag omen 3 Selling Service, they mast walt, 30 days ftom the

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