Great-West Lifeco Completes Offering of Preferred Shares

FOR: Great-West Lifeco Inc. 
MAY 13, 2014 
Great-West Lifeco Completes Offering of Preferred Shares 
WINNIPEG, MANITOBA--(Marketwired - May 13, 2014) -  
Great-West Lifeco Inc. (TSX:GWO) ("Lifeco" or the
"Company") has today entered into an agreement with a syndicate of
underwriters co-led by BMO Capital Markets and Scotiabank under which the
underwriters have agreed to buy, on a bought deal basis, 6,000,000
Non-Cumulative First Preferred Shares, Series S (the "Series S
Shares") from Lifeco for sale to the public at a price of $25.00 per
Series S Share, representing aggregate gross proceeds of $150 million. 
Lifeco has granted the underwriters an underwriters' option to purchase an
additional 2,000,000 Series S Shares at the same offering price. Should the
underwriters' option be fully exercised, the aggregate gross proceeds of
the Series S Shares offering will be $200 million. 
The Series S Shares will yield 5.25% per annum, payable quarterly, as and when
declared by the Board of Directors of the Company. The Series S Shares will not
be redeemable prior to June 30, 2019. On and after June 30, 2019, Lifeco may,
on not less than 30 nor more than 60 days' notice, redeem for cash the
Series S Shares in whole or in part, at the Company's option, at $26.00
per share if redeemed on or after June 30, 2019 and prior to June 30, 2020;
$25.75 per share if redeemed on or after June 30, 2020 and prior to June 30,
2021; $25.50 per share if redeemed on or after June 30, 2021 and prior to June
30, 2022; $25.25 per share if redeemed on or after June 30, 2022 and prior to
June 30, 2023; and $25.00 per share if redeemed on or after June 30, 2023, in
each case together with all declared and unpaid dividends up to but excluding
the date of redemption. 
The Series S Share offering is expected to close on May 22, 2014. The net
proceeds will be used for general corporate purposes and to augment
Lifeco's current liquidity position. 
The Series S Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any State in which such offer, solicitation or sale would be
Great-West Lifeco Inc. (TSX:GWO) is an international financial services holding
company with interests in life insurance, health insurance, retirement and
investment services, asset management and reinsurance businesses. Great-West
Lifeco has operations in Canada, the United States, Europe and Asia through
Great-West Life, London Life, Canada Life, Irish Life, Great-West Financial and
Putnam Investments. Great-West Lifeco and its companies have $806 billion(i) in
consolidated assets under administration and are members of the Power Financial
Corporation group of companies. 
(i)Assets as of March 31, 2014  
Cautionary note regarding Forward-Looking Information  
This release contains some forward-looking statements about the Company,
including its business operations, strategy and expected financial performance
and condition. Forward-looking statements include statements that are
predictive in nature, depend upon or refer to future events or conditions, or
include words such as "expects", "anticipates",
"intends", "plans", "believes",
"estimates" and similar expressions or negative versions thereof. In
addition, any statement that may be made concerning future financial
performance (including revenues, earnings or growth rates), ongoing business
strategies or prospects, and possible future actions by the Company, including
statements made with respect to the expected benefits of acquisitions and
divestitures, are also forward-looking statements. Forward-looking statements
are based on expectations and projections about future events that were current
at the time of the statements and are inherently subject to, among other
things, risks, uncertainties and assumptions about the Company, economic
factors and the financial services industry generally, including the insurance
and mutual fund industries. They are not guarantees of future performance, and
actual events and results could differ materially from those expressed or
implied by forward-looking statements. Material factors and assumptions that
were applied in formulating the forward-looking information contained herein
include the assumption that the business and economic conditions affecting the
Company's operations will continue substantially in their current state,
including, without limitation, with respect to market prices for products
provided, sales levels, premium income, fee income, expense levels, mortality
experience, morbidity experience, policy lapse rates, taxes, inflation,
information systems, general economic, political and market factors in North
America and internationally, interest and foreign exchange rates, global equity
and capital markets, business competition, continuity and availability of
personnel and third party service providers, and the Company's ability to
complete strategic transactions and integrate acquisitions, and that there will
be no unplanned material changes to the Company's facilities, customer and
employee relations or credit arrangements. 
Many of these assumptions are based on factors and events that are not within
the control of the Company and there is no assurance that they will prove to be
correct. Other important factors and assumptions that could cause actual
results to differ materially from those contained in forward-looking statements
include technological change, investment values, payments required under
investment products, reinsurance, changes in local and international laws and
regulations, changes in accounting policies and the effect of applying future
accounting policy changes, unexpected judicial or regulatory proceedings and
catastrophic events. The reader is cautioned that the foregoing list of
assumptions and factors is not exhaustive, and there may be other factors
listed in other filings with securities regulators, including factors set out
in the Company's 2013 Annual Management Discussion & Analysis
(MD&A) under "Risk Management and Control Practices" and
"Summary of Critical Accounting Estimates", which, along with other
filings, is available for review at The reader is also cautioned
to consider these and other factors carefully and not to place undue reliance
on forward-looking statements. Other than as specifically required by
applicable law, the Company does not intend to update any forward-looking
statements whether as a result of new information, future events or otherwise. 
Cautionary note regarding Non-IFRS Financial Measures 
This release contains some non-IFRS financial measures. Terms by which non-IFRS
financial measures are identified include, but are not limited to,
"operating earnings", "constant currency basis",
"premiums and deposits", "sales", and other similar
expressions. Non-IFRS financial measures are used to provide management and
investors with additional measures of performance. However, non-IFRS financial
measures do not have standard meanings prescribed by IFRS and are not directly
comparable to similar measures used by other companies. Please refer to the
appropriate reconciliations of these non-IFRS financial measures to measures
prescribed by IFRS. 
A member of the Power Financial Corporation group of companies. 
Marlene Klassen, APR
Assistant Vice-President, Communication Services
INDUSTRY:  Financial Services - Commercial and Investment Banking, Financial
Services - Insurance, Financial Services - Investment Opinion, Financial
Services - Investment Services and Trading, Financial Services - Personal
-0- May/13/2014 13:27 GMT
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