MONTREAL, Sept. 25, 2023 /CNW/ - On September 22, 2023, in connection with the exercise of existing divestiture rights by certain unitholders (the "Transferees") of Fiera Capital Limited Partnership ("Fiera LP") who are current and former employees of Fiera Capital Corporation ("Fiera Capital"), Mr. Jean-Guy Desjardins ("Mr. Desjardins"), who indirectly controls Fiera Holdings Inc., the sole general partner of Fiera LP, exercised its right to purchase, through Fiera International Inc., an entity indirectly wholly-owned by Mr. Desjardins, 871,847 units of Fiera LP (representing the same number of shares of Fiera Capital) from the Transferees at a price of $5.66 per unit for a total consideration of approximately $5 million, the whole under the terms of the limited partnership agreement governing Fiera LP (the "LPA"). With respect to the units of the Transferees that were not repurchased by Mr. Desjardins and the other unitholder(s) of Fiera LP that exercised their purchase right(s), Fiera LP will transfer a portion of the Class A subordinate voting shares of Fiera Capital ("Class A Shares") representing such units directly to Transferees, and will sell the remainder of the Class A Shares through the facilities of the Toronto Stock Exchange, the whole under the terms of the LPA.
"I am pleased to take advantage of this opportunity to exercise my right to acquire shares under the limited partnership agreement", said Mr. Desjardins. "As the company's founder and CEO, I remain committed to Fiera Capital and find the opportunity to purchase shares at the current price particularly attractive".
As at May 12, 2023, being the date of its last early warning report, Fiera LP owned 2,116,258 Class A Shares, representing approximately 2.53% of the then issued and outstanding Class A Shares, and a total of 19,412,401 Class B special voting shares ("Class B Shares"). Assuming the conversion of its 19,412,401 Class B Shares into Class A Shares, Fiera LP would own 21,528,659 Class A Shares, representing approximately 20.9% of all the then issued and outstanding shares of Fiera Capital. As of the date hereof, Fiera LP owned the same number of Class A Shares and Class B Shares, representing approximately 2.47% of the issued and outstanding Class A Shares and, assuming the conversion of its Class B Shares into Class A Shares, approximately 20.5% of all the issued and outstanding shares of Fiera Capital.
Immediately after the closing of the aforementioned transactions, Fiera LP will own 1,647,492 Class A Shares, representing approximately 1.92% of the issued and outstanding Class A Shares as of the date hereof, and a total of 19,412,401 Class B Shares. Assuming the conversion of its 19,412,401 Class B Shares into Class A Shares, Fiera LP will own 21,059,893 Class A Shares, representing approximately 20.04% of all the issued and outstanding shares of Fiera Capital as of the date hereof.
Immediately after the closing of the aforementioned transactions and assuming the exercise by Mr. Desjardins of his vested stock options, the Class A Shares held by Fiera LP, DJM Capital Inc. ("DJM"), an entity indirectly owned as to 80% by Mr. Desjardins and Mr. Desjardins would represent approximately 3.15% of the then issued and outstanding Class A Shares, and assuming the conversion of the 19,412,401 Class B Shares held by Fiera LP into Class A Shares, the Class A Shares held by Fiera LP, DJM and Mr. Desjardins would collectively represent approximately 20.92% of all the then issued and outstanding shares of Fiera Capital.
The Class A Shares and Class B Shares owned by Fiera LP, or the persons considered to act as joint actors with respect to Fiera LP, are held for investment purposes, and Fiera LP and such joint actors intend to review on a continuing basis their investment in Fiera Capital. Fiera LP and any joint actor in relation thereto, may, depending on market and other conditions, increase or decrease their beneficial ownership, control or direction over securities of Fiera Capital through market transactions, private agreements, public offerings or otherwise. Decreases of beneficial ownership can also occur as a result of the exercise of existing divestiture rights by current and former employees of Fiera Capital holding Class A Shares through Fiera LP, without control by or involvement of Mr. Desjardins with respect to such disposition. Fiera LP and its joint actors do not have any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (k) of Item 5 of Form NI 62-103F1 – Required Disclosure under the Early Warning Requirements of the Canadian Securities Administrators. Fiera LP and/or any joint actors however may at any time and from time to time, review or reconsider and change their position and/or change their purpose and/or develop such plans or future intentions with respect to the business and affairs of Fiera Capital.
The head office address of Fiera Capital is 1981 McGill College Avenue, Suite 1500, Montreal, Québec H3A 0H5.
For further information please refer to the Early Warning Reports of Fiera LP and Mr. Desjardins to be posted on Fiera Capital's SEDAR profile at www.sedar.com or which may be obtained by contacting Mr. Gabriel Castiglio at 514-954-6467.
SOURCE Fiera Capital Corporation
© Canada Newswire, source Canada Newswire English
FIERA CAPITAL CORPORATION 