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TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on November 30, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CI Financial Corp.
(Exact name of Registrant as specified in its charter)
Ontario
(Province or other Jurisdiction of Incorporation or Organization) |
6199, 6282
(Primary Standard Industrial Classification Code Number) |
Not Applicable
(I.R.S. Employer Identification No.) |
2 Queen Street East
Twentieth Floor
Toronto, Ontario, Canada M5C 3G7
(416) 364-1145
(Address and telephone number of Registrant's principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address and telephone number of agent for service in the United States)
Approximate date of commencement of proposed sale of the securities to the public:
From time to time after this Registration Statement becomes effective.
Province of Ontario, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box):
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. ý
CALCULATION OF REGISTRATION FEE
|
||||||
Title of Each Class of
Securities to be Registered |
Amount to be
Registered(1) |
Proposed Maximum
Aggregate Offering Price(1)(2) |
Amount of
Registration Fee(2) |
|||
---|---|---|---|---|---|---|
Debt Securities |
||||||
Subscription Receipts |
||||||
Preference Shares |
||||||
Common Shares |
||||||
Total |
US$2,000,000,000 | US$2,000,000,000 | US$218,200(3) | |||
|
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This preliminary prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Preliminary Short Form Base Shelf Prospectus
New Issue |
November 30, 2020 |
CI Financial Corp.
US$2,000,000,000
Debt Securities (unsecured)
Subscription Receipts
Preference Shares
Common Shares
CI Financial Corp. ("CI" or the "Corporation") may from time to time offer and issue the following securities: (i) unsecured debt securities of the Corporation ("Debt Securities"), (ii) subscription receipts of the Corporation ("Subscription Receipts"); and (iii) preference shares ("Preference Shares") and common shares ("Common Shares") of the Corporation ("Equity Securities") or any combination thereof. The Debt Securities, Subscription Receipts, and Equity Securities (collectively, the "Securities") offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more shelf prospectus supplements (collectively or individually, as the case may be, a "Prospectus Supplement"). All information not included in this short form base shelf prospectus (the "Prospectus") will be contained in one or more Prospectus Supplements that will be delivered (where required) to purchasers together with this Prospectus, which delivery may be effected in the case of U.S. purchasers through the filing of such Prospectus Supplement with the U.S. Securities and Exchange Commission (the "SEC"). The Corporation may sell at the initial offer price up to US$2,000,000,000 in the aggregate of Securities (or its equivalent in any other currency used to denominate the Securities based on the applicable exchange rate at the time of the offering) at any time during the 25-month period that this Prospectus, including any amendments hereto, remains valid.
The Corporation is a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted by the United States ("U.S.") and Canada, to prepare this Prospectus in accordance with Canadian disclosure requirements. Purchasers of the Securities should be aware that such requirements are different from those of the U.S. Financial statements included or incorporated herein, if any, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), and may be subject to foreign auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.
Purchasers of the Securities should be aware that the acquisition of the Securities may have tax consequences both in the U.S. and in Canada. Such consequences for purchasers who are resident in, or citizens of, the U.S. or who are resident in Canada may not be described fully herein or in any applicable Prospectus Supplement. Purchasers of the Securities should read the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of Securities and consult their own tax advisors.
The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the laws of the Province of Ontario, Canada, that all but one of its officers and directors are residents of Canada and that a substantial portion of the assets of the Corporation and said persons are located outside the U.S. See "Enforcement of Certain Civil Liabilities".
Kurt MacAlpine, Chief Executive Officer and Director of the Corporation, resides outside of Canada and has appointed CI Financial Corp. as agent for service of process at 2 Queen Street East, Twentieth Floor, Toronto, Ontario M5C 3G7. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.
NEITHER THE SEC NOR ANY STATE OR CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
The specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in the applicable Prospectus Supplement and may include, where applicable: (i) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption at the option of the Corporation or the holder, any exchange or conversion terms and any other specific terms; (ii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the procedures for the exchange of the Subscription Receipts for Common Shares and any other specific terms; and (iii) in the case of Equity Securities, the designation of the particular class and series, the number of shares offered, the issue price and dividend rate, if any, and any other terms specific to the Equity Securities. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.
Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.
This Prospectus does not qualify for issuance any Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to recognized market benchmark interest rates such as LIBOR or U.S. federal funds rate, or to published rates of a central banking authority or one or more financial institutions, such as the prime rate or a bankers' acceptance rate.
The Corporation may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly or through agents. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged by the Corporation in connection with the offering and sale of the Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities, including, to the extent applicable, the proceeds to the Corporation and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. See "Plan of Distribution". The offering of the Securities is subject to the approval of certain legal matters on behalf of the Corporation.
The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale (including, without limitation, sales deemed to be "at-the-market distributions" as defined in National Instrument 44-102 Shelf Distributions, including sales made directly on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange (the "NYSE") or other existing trading markets for the Securities), at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.
Subject to any applicable securities legislation, and other than in relation to an "at-the-market" distribution, in connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See "Plan of Distribution".
The issued and outstanding Common Shares are listed and posted for trading on the TSX under the symbol "CIX". The Common Shares are also listed and posted for trading on the NYSE under the symbol "CIXX" as of November 17, 2020. On November 27, 2020, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares was $17.45 per Common Share on the TSX and US$13.46 per Common Share on the NYSE.
Unless otherwise specified in the applicable Prospectus Supplement, Securities, other than the Common Shares, will not be listed on any securities exchange. Accordingly, unless so specified, there will be no market through which these Securities may be sold, and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of the Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities and the extent of issuer regulation. See "Risk Factors".
The head and registered office of the Corporation is located at 2 Queen Street East, Twentieth Floor, Toronto, Ontario, Canada M5C 3G7.
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Unless otherwise specifically stated, all dollar amounts in this Prospectus are expressed in Canadian dollars. References to "Canadian dollars" or "$" are to lawful currency of Canada. References to "US$" are to lawful currency of the United States of America.
The following table sets forth the period end exchange rate, the average exchange rate and the high and low exchange rates of one Canadian dollar in exchange for U.S. dollars, based on the daily exchange rate for the year ended December 31, 2019, as reported by the Bank of Canada.
|
Year ended
December 31, 2019 |
|||
---|---|---|---|---|
High |
0.7699 | |||
Low |
0.7353 | |||
Average |
0.7537 | |||
Period End |
0.7699 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION
This Prospectus, including the documents incorporated by reference, may contain statements that constitute "forward-looking information" within the meaning of applicable securities laws in each of the provinces of Canada and the respective policies, regulations and rules under such laws and "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking information"). Forward-looking information is typically identified by words such as "believe", "expect", "foresee", "forecast", "anticipate", "intend", "estimate", "goal", "plan" and "project" and similar expressions of future or conditional verbs such as "will", "may", "should", "could" or "would". This information is not historical fact but instead represents management's beliefs regarding future events, many of which, by their nature are inherently uncertain and beyond management's control. Although management believes that the expectations reflected in such forward-looking information is based on reasonable assumptions, such information involves risks and uncertainties. Factors that could cause actual results to differ materially from expectations include, among other things, general economic and market conditions, including interest and foreign exchange rates, global financial markets, changes in government regulations or in tax laws, industry competition, technological developments and other factors described under "Risk Factors" in this Prospectus and under "Risk Management" in the management's discussion and analysis of results of operations and financial condition and the annual information form that are incorporated by reference into this Prospectus. The material factors and assumptions applied in reaching the conclusions contained in forward-looking information includes that the investment fund industry will remain stable and that interest rates will remain relatively stable. The reader is cautioned against undue reliance on forward-looking information. All forward-looking information is given pursuant to the "safe harbour" provisions of applicable securities legislation.
Except as otherwise stated, forward-looking information contained in this Prospectus, including the documents incorporated by reference, is made as of the date of this Prospectus or the documents incorporated by reference, as applicable, and, except as required by applicable law, management and the board of directors of the Corporation (the "Board of Directors") undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
The Corporation has filed with the SEC, under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), a registration statement on Form F-10 relating to the Securities (the "Registration Statement"). This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain items of which are contained in the exhibits to the Registration Statement as permitted by the rules and regulations of the SEC. For further information with respect to the Corporation, reference is made to the Registration Statement and to the schedules and exhibits filed therewith. Statements included in this Prospectus or the documents incorporated by reference herein about
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the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance prospective investors should refer to the copy of the document filed as an exhibit to the Registration Statement for a more complete description of the matter involved. Each such statement is qualified in its entirety by such reference.
The Corporation is subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and applicable Canadian securities legislation and, in accordance therewith, files certain reports with, and furnishes other information to, each of the SEC and certain securities commissions or similar regulatory authorities of Canada. Under the multijurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the securities regulatory authorities in the applicable provinces of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Corporation is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and the Corporation's officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. The Corporation's reports and other information filed or furnished with or to the SEC are available from the SEC's Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system at www.sec.gov as well as from commercial document retrieval services. The Corporation's Canadian filings are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com. Unless specifically incorporated by reference herein, documents filed or furnished by the Corporation on SEDAR or EDGAR are neither incorporated in nor part of this Prospectus or any Prospectus Supplement.
Investors should rely only on information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide the investor with different information. The Corporation is not making an offer of the Securities in any jurisdiction where the offer is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus and the documents incorporated herein by reference are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Corporation may have changed since those dates.
PRESENTATION OF FINANCIAL INFORMATION
The financial statements of the Corporation incorporated by reference in this Prospectus and in any Prospectus Supplement are reported in Canadian dollars. Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus and any Prospectus Supplement has been prepared in accordance with IFRS.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference into this Prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of documents incorporated herein by reference may be obtained upon request without charge from the Secretary of the Corporation at 2 Queen Street East, Twentieth Floor, Toronto, Ontario, Canada M5C 3G7. Copies of documents incorporated by reference may also be obtained by accessing www.sedar.com or www.sec.gov.
The following documents, filed with the securities commission or similar authority in each of the provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:
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Any document of the type referred to in the preceding paragraph (excluding confidential material change reports) and any other documents of the Corporation of the type required to be incorporated by reference herein under National Instrument 44-101 Short Form Prospectus Distributions, all as filed by the Corporation with the various securities commissions or similar authorities in the provinces of Canada or in the U.S. pursuant to the requirements of applicable securities legislation after the date of this Prospectus and prior to 25 months from the date of issuance of the receipt for this Prospectus shall be deemed to be incorporated by reference into this Prospectus to the extent required under applicable law.
Upon new annual financial statements and related management's discussion and analysis ("MD&A") of the Corporation being filed by the Corporation with and, where required, accepted by, the applicable securities regulatory authorities during the currency of this Prospectus, the previous annual financial statements and related MD&A, and all previous interim financial statements and related interim MD&A, filed prior to the commencement of the Corporation's financial year in which the new annual financial statements and related MD&A are filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.
Upon a new annual information form ("AIF") of the Corporation being filed by the Corporation with and, where required, accepted by, the applicable securities regulatory authorities during the currency of this Prospectus, the previous AIF, any material change reports filed prior to the end of the financial year in respect of which the new AIF is filed, any management information circular filed since the start of such financial year (unless otherwise required by applicable Canadian securities legislation to be incorporated by reference into this Prospectus), and any business acquisition report for an acquisition completed since the beginning of such financial year (unless such report is incorporated by reference into the current AIF or less than nine months of the acquired business' or related businesses' operations are incorporated into the Corporation's most recent annual financial statements), shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new management information circular prepared in connection with an annual general meeting of the Corporation's shareholders being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous information circular prepared in connection with an annual general meeting of the Corporation's shareholders shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.
Upon interim financial statements and related MD&A of the Corporation being filed by the Corporation with the applicable securities regulatory authorities during the currency of this Prospectus, all previously filed interim financial statements and related MD&A shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.
Any template version of any "marketing materials" (as such term is defined in National Instrument 41-101 General Prospectus Requirements) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.
In addition, to the extent that any document or information incorporated by reference into this Prospectus is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that is filed with or furnished to the SEC after the date of this Prospectus, such document or information shall be deemed to be incorporated by reference as an exhibit to the Registration Statement of which this Prospectus forms a part, in the case of Form 6-K reports, if and to the extent expressly
8
provided in such report. In addition, the Corporation may incorporate by reference as an exhibit to the Registration Statement of which the Prospectus forms a part or into the Prospectus which forms a part of the Registration Statement, information from documents that the Corporation files with or furnishes to the SEC pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, if and to the extent expressly provided therein. The Corporation's current reports on Form 6-K and annual reports on Form 40-F are available from the SEC's EDGAR system at www.sec.gov.
A Prospectus Supplement containing the specific variable terms of an offering of Securities, updated disclosure of earnings coverage ratios, if applicable, and other information in relation to the Securities will be delivered (where required) to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement but only for the purposes of the offering of the Securities covered by that Prospectus Supplement.
Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded thereafter shall not constitute a part of this Prospectus, except as so modified or superseded.
The Corporation is the successor to CI Financial Income Fund (the "Fund"), following the completion of the conversion of the Fund from an income trust to a corporate structure by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the "OBCA") on January 1, 2009 (the "Conversion"). The Fund had been created effective June 30, 2006 when CI Financial Inc. converted to an income trust. The Conversion effectively reversed this income trust conversion.
The Corporation was incorporated under the OBCA on November 12, 2008 and did not carry on any active business prior to the Conversion, other than executing the arrangement agreement pursuant to which the Conversion was implemented.
The registered and head office of the Corporation is 2 Queen Street East, Twentieth Floor, Toronto, Ontario, Canada M5C 3G7.
The principal business of the Corporation is carried on through its principal subsidiaries, CI Investments Inc. ("CI Investments") and Assante Wealth Management (Canada) Ltd. ("AWM").
The table below shows the principal entities controlled by the Corporation as at November 30, 2020, including (i) the percentage of votes attaching to all voting securities of the entity beneficially owned, controlled or directed by the Corporation, and (ii) the jurisdiction of incorporation or formation:
Entity
|
Jurisdiction | Ownership % | ||||
---|---|---|---|---|---|---|
CI Investments Inc. |
Ontario | 100% | ||||
Assante Wealth Management (Canada) Ltd. |
Canada | 100% |
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BUSINESS OF THE CORPORATION AND ITS SUBSIDIARIES
CI is an independent company offering global asset management and wealth management advisory services. CI operates in several markets around the world including Canada, the United States, and Australia. As at October 31, 2020, CI, through its subsidiaries, managed and advised on approximately $202.6 billion in client assets.
CI is well diversified, with a strong presence in both the Canadian asset management and advisory businesses. CI is also diversified internationally. Starting in early 2020, CI established a strong presence in the U.S. Registered Investment Advisor ("RIA") sector with the purchase of several established RIA firms across the country. CI also operates in Australia through its asset management subsidiary GSFM Pty Ltd. ("GSFM").
The asset management segment provides the majority of CI's income and derives its revenues principally from the fees earned on the management of several types of investment solutions. The wealth management segment derives its revenues principally from commissions and fees earned through the provision of ongoing services to clients and on the sale of mutual funds and other financial products.
Asset Management
CI's asset management operations are conducted through its Canadian-based subsidiaries CI Investments, which carries on business as CI Global Asset Management ("CI GAM"), and Marret Asset Management Inc. ("Marret") and GSFM of Australia.
Within the Canadian asset management industry, CI GAM is one of Canada's largest investment managers, featuring a large and experienced in-house portfolio management team providing a wide range of distinct investment approaches. CI GAM offers a comprehensive product lineup diversified by portfolio manager, asset class, geographic region and investment approach. Its investment platforms include mutual, segregated, pooled, alternative, closed-end and exchange-traded funds and discretionary accounts. CI distributes its products to Canadian investors through multiple channels, including the institutional investment market and through retail dealers and professional advisors across Canada.
Marret is a Toronto-based investment firm specializing in fixed income and particularly in high-yield debt strategies.
GSFM partners with high-calibre investment managers to offer investment funds to retail and institutional investors in the Australian market.
Wealth Management
CI's primary wealth management subsidiaries emphasize an integrated full-service approach to wealth planning that includes financial planning, wealth management, estate and succession planning and insurance services in addition to investment management. CI also offers an online investment platform that provides client with the option for additional advice if needed.
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CI's wealth management subsidiaries in Canada include:
In the United States, CI has ownership interests in six RIA firms in locations across the United States. RIAs offer investment and wealth planning services to clients. The firms are Balasa Dinverno Foltz LLC (Illinois), Bowling Portfolio Management LLC (Ohio), The Cabana Group, LLC (Arkansas), Congress Wealth Management, LLC (Massachusetts), One Capital Management, LLC (California), and Surevest LLC (California/Arizona).
In addition, CI subsidiary CI Investment Services Inc., a broker-dealer, provides a wide range of custodial and other services to Canadian portfolio managers and registered broker-dealers.
Additional information about the Corporation's businesses is included in the documents incorporated by reference into this Prospectus.
The following table sets forth the unaudited consolidated capitalization of the Corporation as at September 30, 2020. Since September 30, 2020, there have been no material changes to the share and loan capital of the Corporation on a consolidated basis.
Designation (Authorization)
|
As at September 30, 2020 | |||
---|---|---|---|---|
|
(amounts in 000s of $,
except share amount) |
|||
Cash and cash equivalents |
209,329 | |||
Long-term debt |
1,568,507 | |||
Shareholders' equity |
1,522,163 | |||
Total capitalization |
3,299,999 | |||
Common Shares (unlimited) |
210,582,825 | |||
Preference Shares (unlimited) |
Nil |
Unless otherwise specified in a Prospectus Supplement, the net proceeds resulting from the issue of Securities will be used to repay indebtedness and for general corporate purposes, including in connection with acquisitions and investments by the Corporation.
All expenses incurred in connection with this Prospectus, any offerings of Securities hereunder and related commissions will be paid out of the Corporation's general funds.
If Debt Securities having a term to maturity in excess of one year or Preference Shares are offered under a Prospectus Supplement, the Prospectus Supplement will include earnings coverage ratios giving effect to the issuance of such Securities.
The Corporation may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly or through agents. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a
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non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale (including, without limitation, sales deemed to be "at-the-market distributions" as defined in National Instrument 44-102 Shelf Distributions, including sales made directly on the TSX and the NYSE or other existing trading markets for the Securities), at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.
The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged by the Corporation in connection with the offering and sale of the Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities, including, to the extent applicable, the proceeds to the Corporation and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. Only underwriters so named in the Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby.
If underwriters are used in the sale, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, at market prices prevailing at the time of sale or at prices related to such prevailing market prices. The obligations of the underwriters to purchase such Securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the Securities offered pursuant to the applicable Prospectus Supplement (other than those that may be subject to an over-allotment option, if applicable) if any of such Securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to underwriters, dealers or agents may be changed from time to time.
The Securities may also be sold directly by the Corporation at such prices and upon such terms as agreed to by the Corporation and the purchaser or through agents designated by the Corporation from time to time. Any agent involved in the offering and sale of the Securities in respect of which this Prospectus and an applicable Prospectus Supplement is delivered (where required) will be named, and any commissions payable by the Corporation to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent is acting on a best efforts basis for the period of its appointment.
The Corporation may agree to pay the underwriters, dealers or agents a commission for various services relating to the issue and sale of any Securities offered hereby. Any such commission will be paid out of the general funds of the Corporation. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Corporation to indemnification by the Corporation against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.
Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Debt Securities, Subscription Receipts and Preference Shares will be a new issue of securities with no established trading market. Unless otherwise specified in a Prospectus Supplement relating to an issue of such Securities, such Securities will not be listed on any securities or stock exchange.
Subject to any applicable securities legislation, and other than in relation to an "at-the-market" distribution, in connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time.
DESCRIPTION OF DEBT SECURITIES
The following describes certain general terms and provisions of the Debt Securities. The particular terms and provisions of Debt Securities offered pursuant to any Prospectus Supplement, and the extent to which the
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general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.
The Debt Securities will be direct unsecured obligations of the Corporation and will be senior or subordinated indebtedness of the Corporation as described in the relevant Prospectus Supplement. The Debt Securities may be offered separately or together with Equity Securities or Subscription Receipts, as the case may be.
The Debt Securities will be issued under an indenture, as amended and supplemented, between the Company and Computershare Trust Company of Canada, as trustee (the "Canadian Indenture"), or under an indenture, as amended and supplemented, among the Company and Computershare Trust Company, N.A., as trustee and Computershare Trust Company of Canada, as co-trustee (the "U.S. Indenture" and, with the Canadian Indenture, each a "Trust Indenture" and together, the "Trust Indentures"). Each Trust Indenture has been filed with the securities regulatory authorities in each of the provinces of Canada and with the SEC. The statements made below relating to the Trust Indentures and the Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof, are not complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Trust Indenture. Debt Securities may also be issued under new indentures between the Corporation and a trustee or trustees, as will be discussed in the applicable Prospectus Supplement for such Debt Securities.
Each Trust Indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Corporation. Reference is made to the applicable Prospectus Supplement which will accompany this Prospectus for the terms and other information with respect to the offering of Debt Securities being offered thereby, including:
13
Debt Securities of a single series may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
The following sets forth certain general terms and provisions of the Subscription Receipts. The particular terms and provisions of the Subscription Receipts offered pursuant to any Prospectus Supplement, and the extent to which the general terms described below apply to those Subscription Receipts, will be described in such Prospectus Supplement.
Subscription Receipts may be offered separately or together with Equity Securities or Debt Securities, as the case may be. The Subscription Receipts will be issued under a subscription receipt agreement. A copy of the subscription receipt agreement will be filed by the Corporation with the securities regulatory authorities in each of the provinces of Canada and with the SEC in the U.S. after it has been entered into by the Corporation and will be available electronically at www.sedar.com and www.sec.gov. Under the subscription receipt agreement, an original purchaser of Subscription Receipts will have a contractual right of rescission following the issuance of Common Shares to such purchaser upon the exchange of Subscription Receipts. The contractual right of rescission will entitle such original purchasers to receive the amount paid for the applicable Subscription Receipts upon surrender of the underlying Common Shares, if this Prospectus, the relevant Prospectus Supplement, and any amendment thereto, contains a misrepresentation or is not delivered (where required) to such purchaser, provided (i) the exchange takes place within 180 days of the date of the purchase under this Prospectus of such Subscription Receipts, and (ii) such remedy for rescission is exercised within 180 days of the
14
date the Subscription Receipts are issued. See "Purchasers' Statutory and Contractual Rights of Withdrawal and Rescission".
The particular terms of each issue of Subscription Receipts will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. This description will include, where applicable (i) the number of Subscription Receipts, (ii) the price at which the Subscription Receipts will be offered, (iii) the procedures for the exchange of the Subscription Receipts into Common Shares, (iv) the number of Common Shares that may be issued upon exchange of each Subscription Receipt, (v) the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security, and (vi) any other material terms and conditions of the Subscription Receipts. Securities issued upon the exchange of Subscription Receipts will be issued for no additional consideration.
DESCRIPTION OF EQUITY SECURITIES
The following is a brief summary of the Corporation's authorized share capital. The authorized share capital is established in the Corporation's articles of incorporation, as amended. This summary may not be complete and is subject to, and qualified in its entirety by reference to, the Corporation's articles of incorporation, as amended, a copy of which has been filed with the securities regulatory authorities in each of the provinces of Canada and is available electronically at www.sedar.com.
The Corporation's authorized share capital consists of an unlimited number of Common Shares and an unlimited number of Preference Shares, issuable in series. As at November 27, 2020 there were 209,953,602 Common Shares issued and outstanding. No Preference Shares have been issued by the Corporation.
The Equity Securities may be offered separately or together with the Debt Securities or Subscription Receipts, as the case may be. The particular terms and provisions of the Equity Securities offered pursuant to a Prospectus Supplement and the extent to which these general terms and provisions apply will be described in such Prospectus Supplement.
Common Shares
Holders of Common Shares are entitled to one vote per share at meetings of shareholders of the Corporation, to receive dividends if, as and when declared by the Board of Directors (subject to the rights of shares, if any, having priority over the Common Shares) and to receive pro rata the remaining property and assets of the Corporation upon its dissolution or winding up, subject to the rights of shares, if any, having priority over the Common Shares.
Preference Shares
Each series of Preference Shares shall consist of such number of shares and have such rights, privileges, restrictions and conditions as may be determined by the Board of Directors prior to the issuance thereof. These will be described in a Prospectus Supplement prepared in connection with such issuance. Holders of Preference Shares, except as required by law or as provided in the rights, privileges, restrictions and conditions of a particular series, will not be entitled to vote at meetings of shareholders of the Corporation. With respect to the payment of dividends and distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the Preference Shares of each series shall rank on a parity with the Preference Shares of every other series and are entitled to preference over the Common Shares and any other shares ranking junior to the Preference Shares from time to time and may also be given such other preferences over the Common Shares and any other shares ranking junior to the Preference Shares as may be determined at the time of creation of such series.
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PRICE RANGE AND TRADING VOLUME OF COMMON SHARES
The Common Shares are traded on the TSX under the symbol "CIX". The Common Shares are also traded on the NYSE under the symbol "CIXX" as of November 17, 2020. The following table sets forth the market price ranges and the aggregate volume of trading of the Common Shares on the TSX for the periods indicated:
Month
|
High | Low | Trading Volume | |||||||
---|---|---|---|---|---|---|---|---|---|---|
November 1 - 27, 2020 |
17.81 | 15.40 | 12,297,494 | |||||||
October 2020 |
18.27 | 15.40 | 13,105,118 | |||||||
September 2020 |
19.06 | 16.80 | 12,092,340 | |||||||
August 2020 |
19.68 | 18.12 | 9,182,168 | |||||||
July 2020 |
19.00 | 17.09 | 12,533,743 | |||||||
June 2020 |
18.46 | 16.04 | 16,155,792 | |||||||
May 2020 |
16.89 | 13.05 | 16,867,424 | |||||||
April 2020 |
15.63 | 10.53 | 19,409,263 | |||||||
March 2020 |
22.96 | 11.12 | 27,257,694 | |||||||
February 2020 |
25.81 | 22.02 | 13,366,962 | |||||||
January 2020 |
23.61 | 21.73 | 10,080,758 | |||||||
December 2019 |
22.24 | 20.34 | 12,961,040 |
The following table sets forth the market price ranges and the aggregate volume of trading of the Common Shares on the NYSE for the period indicated:
Month
|
High | Low | Trading Volume | |||||||
---|---|---|---|---|---|---|---|---|---|---|
November 17 - 27, 2020 |
13.68 | 12.80 | 20,186 |
On November 27, 2020, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX and the NYSE was $17.45 and US$13.46 per Common Share, respectively.
The Board of Directors has established a dividend policy pursuant to which the Corporation will authorize the declaration and payment of a fixed dividend to be paid to holders of Common Shares. Dividends are paid at the discretion of the Board of Directors and the dividend rate will be reviewed from time to time by the Board of Directors after giving consideration to CI's cash flow, financial position, net earnings, sales outlook and other relevant factors.
The current dividend is $0.18 per Common Share per quarter.
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The Corporation has not sold or issued any Common Shares or securities convertible into or exchangeable for Common Shares during the 12-month period ending on November 30, 2020 other than:
The Corporation has not sold or issued any Debt Securities or securities convertible into or exchangeable for Debt Securities during the 12-month period ending on November 30, 2020 other than on May 26, 2020, $450 million aggregate principal amount of debentures having a term of five years maturing in May 2025 and carrying an annual interest rate of 3.759% payable semi-annually.
To the knowledge of the Corporation, no person or entity beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the voting rights attached to the outstanding Common Shares.
Prospective investors in a particular offering of the Securities should carefully consider, in addition to information contained in the Prospectus Supplement relating to that offering, the information set forth in the section entitled "Risk Management" in the Corporation's most recent AIF and the section entitled "Risk Management" in the MD&A in respect of the Corporation's most recent annual financial statements and the MD&A in respect of the Corporation's most recent interim financial statements filed thereafter, each of which is incorporated by reference in this Prospectus.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of the Corporation are Ernst & Young LLP, Chartered Professional Accountants, Licensed Public Accountants, located at 100 Adelaide Street West, P.O. Box 1, Toronto, Ontario, M5H 0B3. Ernst & Young LLP is independent with respect to the Corporation in accordance with the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario and in accordance with the applicable rules and regulations of the SEC and Public Company Accounting Oversight Board (United States).
Computershare Investor Services Inc. acts as Transfer Agent and Registrar for the Common Shares and maintains registers of transfers of the Common Shares in Toronto, Montreal and Vancouver. Computershare
Notes:
17
Trust Company, N.A. is the co-transfer agent of the Common Shares in the U.S. and maintains registers and transfers of the Common Shares at its offices in Louisville, Kentucky and Edison, New Jersey.
ENFORCEMENT OF CERTAIN CIVIL LIABILITIES
The Corporation is incorporated under the laws of the Province of Ontario, Canada and its registered and head office is in Canada. All but one of the Corporation's directors and officers, and some or all of the experts named in this Prospectus, are residents of Canada or otherwise reside outside of the United States, and a substantial portion of their assets, and a substantial portion of the Corporation's assets, are located outside the U.S. The Corporation has appointed an agent for service of process in the U.S. but it may be difficult for holders of Securities who reside in the U.S. to effect service within the U.S. upon the Corporation or those directors, officers and experts who are not residents of the U.S. Investors should not assume that a Canadian court would enforce a judgment of a U.S. court obtained in an action against the Corporation or such other persons predicated on the civil liability provisions of the U.S. federal securities laws or the securities or "blue sky" laws of any state within the U.S. or would enforce, in original actions, liabilities against the Corporation or such persons predicated on the U.S. federal securities laws or any such state securities or "blue sky" laws. The Corporation has been advised by its Canadian counsel, Blake, Cassels & Graydon LLP, that a judgment of a U.S. court predicated solely upon civil liability under U.S. federal securities laws would probably be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. The Corporation has also been advised by Blake, Cassels & Graydon LLP, however, that there is a substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon U.S. federal securities laws.
The Corporation filed with the SEC, concurrently with its Registration Statement on Form F-10, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Corporation appointed Puglisi & Associates as its agent for service of process in the U.S. in connection with any investigation or administrative proceeding conducted by the SEC and any civil suit or action brought against or involving the Corporation in a U.S. court arising out of or related to or concerning an offering of Securities under this Prospectus.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed with the SEC as part of the Registration Statement of which this Prospectus forms a part: (i) the documents listed under the heading "Documents Incorporated by Reference"; (ii) powers of attorney from our directors and officers, as applicable; (iii) the consent of Ernst & Young LLP; (iv) the consent of Blake, Cassels & Graydon LLP; (v) the Canadian Indenture; (vi) the U.S. Indenture and (vii) the statement of eligibility of Computershare Trust Company, N.A. on Form T-1. The Form F-X of the Company and the Form F-X of Computershare Trust Company of Canada have also been separately filed with the SEC. A copy of the form of subscription receipt agreement will be filed by post-effective amendment or by incorporation by reference to documents filed with, or furnished to, the SEC under the U.S. Exchange Act.
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PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Indemnification of Directors and Officers
The Business Corporations Act (Ontario) (the "OBCA") provides that a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity (each of the foregoing, an "individual"), against all costs, charges and expenses reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. A corporation shall not indemnify such an individual unless the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation's request. In addition to the conditions set out above, the OBCA provides that, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the corporation shall not indemnify an individual described above unless the director or officer had reasonable grounds for believing that his or her conduct was lawful. Where an individual has met the conditions set out above and was not judged by the court or other competent authority in such a proceeding to have committed any fault or omitted to do anything that the individual ought to have done, such individual is entitled to indemnification from the corporation for such costs, charges and expenses which were reasonably incurred.
Our by-laws require us to indemnify to the fullest extent permitted by the OBCA each of our current or former directors or officers and each individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including, without limitation, an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his or her association with us or another entity.
Our by-laws authorize us to purchase and maintain insurance for the benefit of each of our current or former directors or officers and each person who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity. To that effect, we maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.
We have entered into indemnity agreements with our directors and officers (each, an "Indemnified Party") which provide, among other things, that we will indemnify an Indemnified Party to the fullest extent permitted by law from and against all losses, liabilities, claims, damages, costs, charges and expenses incurred by such Indemnified Party in respect of any civil, criminal, administrative, investigative or other proceeding which (i) is made or asserted against or affects the Indemnified Party or in which the Indemnified Party is required by law to participate or in which the Indemnified Party participates at our request or where the Indemnified Party is made a witness or participant in any other respect in any such proceeding, and (ii) arises because the Indemnified Party is our director or officer (or serves in a similar capacity) or our former director or officer (or serves in a similar capacity).
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission (the "SEC") such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
II-1
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities registered pursuant to Form F-10 or to transactions in such securities.
Item 2. Consent to Service of Process
Concurrently with the filing of this Registration Statement on Form F-10, the Registrant is filing with the SEC a written irrevocable consent and power of attorney on Form F-X.
Concurrently with the filing of this Registration Statement on Form F-10, Computershare Trust Company of Canada, as a trustee under an indenture relating to certain of the securities registered hereby, is filing with the SEC a written irrevocable consent and power of attorney on Form F-X.
Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of this Registration Statement.
III-1
Exhibits
The following exhibits have been filed as part of the Registration Statement:
Exhibit No. | Description | ||
---|---|---|---|
4.1 |
The Annual Information Form of the Registrant dated March 1, 2020 for the year ended December 31, 2019 (incorporated by reference to Exhibit 99.4 to the Registrant's Registration Statement on Form 40-F (File No. 001-39684) filed with the Commission on November 4, 2020) | ||
4.2 |
|||
4.3 |
|||
4.4 |
|||
4.5 |
|||
4.6 |
|||
4.7 |
|||
5.1 |
|||
5.2 |
|||
6.1 |
Powers of Attorney (included in Part III of this Registration Statement) |
||
7.1 |
|||
7.2 |
Trust Indenture between the Registrant, Computershare Trust Company, N.A. and Computershare Trust Company of Canada* |
||
7.3 |
Statement of Eligibility of the Trustee for the Indenture referenced in Exhibit 7.2, Computershare Trust Company, N.A., on Form T-1* |
III-2
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on November 30, 2020.
CI FINANCIAL CORP. | ||||||
|
|
By: |
|
/s/ KURT MACALPINE |
||
Name: | Kurt MacAlpine | |||||
Title: | Chief Executive Officer and Director |
III-3
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Kurt MacAlpine and Edward Kelterborn, and each of them, with full power to act without the other, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post effective amendments, and supplements to this Registration Statement on Form F-10, and registration statements filed pursuant to Rule 429 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||
---|---|---|---|---|
|
|
|
|
|
/s/ KURT MACALPINE
Kurt MacAlpine |
Chief Executive Officer and Director
(Principal Executive Officer) |
November 30, 2020 | ||
/s/ DOUGLAS J. JAMIESON Douglas J. Jamieson |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
November 30, 2020 |
/s/ WILLIAM T. HOLLAND William T. Holland |
|
Director and Chairman of the Board of Directors |
|
November 30, 2020 |
/s/ WILLIAM E. BUTT William E. Butt |
|
Director |
|
November 30, 2020 |
/s/ BRIGETTE CHANG-ADDORISIO Brigette Chang-Addorisio |
|
Director |
|
November 30, 2020 |
/s/ DAVID P. MILLER David P. Miller |
|
Director |
|
November 30, 2020 |
/s/ TOM P. MUIR Tom P. Muir |
|
Director |
|
November 30, 2020 |
/s/ SHEILA A. MURRAY Sheila A. Murray |
|
Director |
|
November 30, 2020 |
/s/ PAUL J. PERROW Paul J. Perrow |
|
Director |
|
November 30, 2020 |
III-4
Pursuant to the requirements of Section 6(a) of the Securities Act, this Registration Statement on Form F-10 has been signed by the undersigned, solely in its capacity as the duly authorized representative of the Registrant in the United States, on November 30, 2020.
Puglisi & Associates
(Authorized Representative in the United States) |
||||||
|
|
By: |
|
/s/ DONALD PUGLISI |
||
Name: | Donald Puglisi | |||||
Title: | Managing Director |
III-5
November 30, 2020
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Auditors, Transfer Agent and Registrar" and to the incorporation by reference of our report dated February 13, 2020 with respect to the consolidated financial statements of CI Financial Corp. (the "Company") as at December 31, 2019 and 2018, and for the years then ended included in Exhibit 99.5 on Form 40-F filed on November 4, 2020, in the Registration Statement on Form F-10 of the Company for the registration of up to US$2,000,000,000 of unsecured debt securities, subscription receipts, preference shares or common shares of the Company.
/s/ Ernst & Young LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
|
|
November 30, 2020
CI Financial Corp.
2 Queen Street East, Twentieth Floor
Toronto, ON M5C 3G7
Re: Consent regarding Registration Statement on Form F-10 for CI Financial Corp.
Dear Sirs/Mesdames:
We have acted as Canadian counsel to CI Financial Corp. (the Registrant) in connection with the registration statement on Form F-10 (the Registration Statement) filed by the Registrant on the date hereof with the Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the Act).
We hereby consent to references to our firm name on the face page of the Registration Statement and under the headings Enforcement of Certain Civil Liabilities and Documents Filed as Part of the Registration Statement, and to the reference to our advice under the heading Enforcement of Certain Civil Liabilities, in the prospectus forming a part of the Registration Statement, as such may thereafter be amended or supplemented.
In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act, or the rules and regulations promulgated thereunder.
Yours very truly,
(signed)Blake, Cassels & Graydon LLP