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