Equity Sells its Transfer Agent and Corporate Trust Business
Company Adopting Exclusive Focus on Mortgage and Deposit Business
TORONTO, ONTARIO -- (Marketwire) -- 02/13/13 -- Equity Financial
Holdings Inc. (TSX:EQI), a Canadian financial services company
serving the corporate and institutional markets and the retail
mortgage market, today announced that it had reached an agreement
with TMX Group Limited (TSX:X) to sell its transfer agent and
corporate trust business. Equity has made the strategic decision to
focus on its rapidly growing retail mortgage lending and
"This is a great day for Equity. Over the years we have built a
strong and diversified company that has excelled in the transfer
agent and corporate trust business and, more recently, entered the
mortgage lending and deposit-taking business," said Equity President
& CEO, Paul G. Smith. "We have made the strategic decision to move
exclusively into the mortgage and deposit business and will now have
the necessary capital to invest in and support our new business
strategy. At the same time, we see TMX Group as an organization that
is well-positioned to support the future growth and continued success
of the transfer agent and corporate trust business, which is great
news for employees and clients."
Under the terms of the agreement, TMX Group will acquire Equity's
transfer agent and corporate trust business for $64 million payable
in cash at closing, subject to certain post-closing price
adjustments. With 700 transfer agent clients, the business serves
companies from its offices in Toronto, Vancouver, Calgary and
Montreal. A critical component of the transfer agent and corporate
trust business is the highly skilled and experienced management and
client service teams, who will be joining TMX Group. The agreement is
subject to certain conditions, including Equity shareholder approval,
which will be sought at the annual and special meeting of
shareholders, planned for late March or early April.
Significant Growth Segment
Having grown significantly since Equity first entered the business in
2011, the mortgage lending and deposit-taking business gained
significant strength over the past fiscal year. It represents the
Company's fastest growing income stream, with $42 million in new
mortgage loans in the fourth quarter alone, for a total of more than
$198.0 million in total loans outstanding as at December 31, 2012. As
announced at the end of its fourth quarter, Equity's mortgage
business is the primary driver of the 260 per cent year-to-date
increase in net interest income.
Focusing on Future Growth Opportunities
Nick Kyprianou, CEO of Equity Financial Trust Company added, "Since
starting in the mortgage and deposit business, Equity has
demonstrated its expertise and superior ability to serve our mortgage
broker partners and deposit dealers. This transaction allows us to
make the necessary investments to leverage the infrastructure we have
developed for continued growth."
Transfer Agent and Trust Clients to Benefit from new Ownership
Mr. Smith noted, "Equity has been a major player in the transfer
agency and corporate trust markets in Canada. We are confident that
clients will benefit from being part of a larger organization like
TMX Group that is not only committed to providing the same level of
customer service excellence, but also has the ability to invest in
the future growth of the business."
"The expansion of our company services business in this area makes a
great deal of sense for TMX Group," said Kevan Cowan, President TSX
Markets and Group Head of Equities, TMX Group. "The stock transfer
and corporate trust businesses fit very well with the other products
and services we provide to companies listed on Toronto Stock Exchange
and TSX Venture Exchange. We have the key relationships and resources
to enhance the great business that the Equity team has built. We look
forward to working with this group of dedicated professionals from
Equity Financial Holdings Inc. engaged Blair Franklin Capital
Partners Inc. as its financial advisor in connection with the
transaction. Blair Franklin has provided the Board of Directors with
an opinion that, as of the date hereof, the consideration to be
received pursuant to the transaction is fair from a financial point
of view to Equity Financial Holdings Inc.
Blake, Cassels & Graydon LLP acted as legal counsel for Equity
Financial Holdings Inc.
Investor and Analyst Conference Call
Equity will hold a conference call on February 13, 2013 at 9:00AM
Eastern Time to discuss the transaction agreement and answer
questions from its investors and analysts.
Participants can dial 416-340-2218 or toll free 1-866-226-1793.
About Equity Financial Holdings Inc.
Through its wholly owned subsidiaries, EQI provides transfer agent,
corporate trust, foreign exchange and retail mortgage services to the
corporate and institutional markets, and the retail mortgage market.
Learn more at www.equityfinancialholdings.com.
Statements regarding Forward-Looking Information
Certain portions of this press release as well as other public
statements by the Corporation contain "forward-looking information"
within the meaning of applicable Canadian securities legislation,
which is also referred to as "forward-looking statements", which may
not be based on historical fact. Wherever possible, words such as
"will", "plans," "expects," "targets," "continue", "estimates,"
"scheduled," "anticipates," "believes," "intends," "may," and similar
expressions or statements that certain actions, events or results
"may," "could," "would," "might" or "will" be taken, occur or be
achieved, have been used to identify forward-looking information.
Such forward-looking statements include, without limitation, the
Corporation's earnings expectations, fee income, expense levels,
general economic, political and market factors in North America and
internationally, interest and foreign exchange rates, global equity
and capital markets, business competition, technological change,
changes in government regulations, unexpected judicial or regulatory
proceedings, catastrophic events, and the Corporation's ability to
complete strategic transactions and integrate acquisitions and other
All material assumptions used in making forward-looking statements
are based on management's knowledge of current business conditions
and expectations of future business conditions and trends, including
their knowledge of the current credit, interest rate and liquidity
conditions affecting the Corporation and the Canadian economy.
Certain material factors or assumptions are applied by the
Corporation in making forward-looking statements, including without
limitation, factors and assumptions regarding interest and foreign
exchange rates, availability of key personnel, the effect of
competition, government regulation of its business, computer failure
or security breaches, future capital requirements, its ability to
fund its mortgage business, the value of mortgage originations, the
competitive nature of the alternative mortgage market, the expected
margin between the interest earned on its mortgage portfolio and the
interest to be paid on its deposits, the relative continued health of
real estate markets, acceptance of its products in the marketplace,
as well as its operating cost structure and the current tax regime.
Forward-looking statements reflect the Corporation's current views
with respect to future events and are subject to a nu
mber of risks
and uncertainties. Actual results may differ materially from results
contemplated by the forward-looking statements. Readers should not
place undue reliance on such forward-looking statements, as they
reflect the Corporation's current views with respect to future events
and are subject to risks and uncertainties and are necessarily based
upon a number of estimates and assumptions that, while considered
reasonable by the Corporation, are inherently subject to significant
business, economic, regulatory, competitive, political and social
uncertainties and contingencies.
Many factors could cause the Corporation's actual results,
performance or achievements to be materially different from any
future results, performance, or achievements that may be expressed or
implied by such forward-looking statements, including among others a
significant downturn in capital markets or the economy as a whole,
reduced large-volume foreign exchange revenue which could lead to an
impairment of goodwill in our foreign exchange unit, errors or
omissions by the Corporation in providing services to its customers,
significant changes in foreign currency exchange rates, extreme price
and volume fluctuations in the stock markets, significant increases
in the cost of complying with applicable regulatory requirements,
civil unrest, economic recession, pandemics, war and acts of
terrorism which may adversely impact the North American and global
economic and financial markets, inability to raise funds through
public or private financing in the event that the Corporation incurs
operating losses or requires substantial capital investment in order
to respond to unexpected competitive pressures, significant changes
in interest rates, failure by Equity Financial Trust Company ("EFT")
to meet ongoing regulatory requirements, the failure of borrowers or
counterparties to honour their financial or contractual obligations
to EFT, failure by the Corporation to generate or obtain sufficient
cash or cash equivalents in a timely manner and at a reasonable price
or to meet its commitments as they become due, failure by EFT to
adequately monitor and/or adjust its mortgage portfolio management
practices for changing circumstances, failure by the Corporation to
attract and to retain the necessary employees to meet its needs,
failure by EFT to adequately monitor the services provided by third
party service providers or to establish alternative arrangements if
required, failure by EFT to secure sufficient deposits from
securities dealers or a sufficient level of mortgage origination from
its mortgage broker network, a failure of the computer systems of the
Corporation or one or more of its service providers or the risks
detailed from time-to-time in the Corporation's quarterly filings,
annual information forms, annual reports and annual filings with
securities regulators. Forward-looking information will be updated as
required pursuant to the requirements of applicable securities laws.
Equity Financial Holdings Inc.
Paul G. Smith
President & CEO
(416) 361-0930 Ext.270
Equity Financial Trust Company
(416) 361-0930 Ext.290
NATIONAL Public Relations
NATIONAL Public Relations
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