NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO, Dec. 20, 2018 (GLOBE NEWSWIRE) — Further to Element Fleet Management Corp.’s (“Element” or the “Corporation”) (TSX: EFN, EFN.PR.A) press releases dated November 20, 2018 and December 3, 2018, Element announced today that none of its outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series A (the “Series A shares“) will be converted into Cumulative Floating Rate Preferred Shares, Series B (the “Series B shares“) on December 31, 2018.
During the conversion notice period, which commenced on December 3, 2018 and ended at 5:00 p.m. (EST) on December 17, 2018, 209,460 Series A shares were tendered for conversion into Series B shares. In accordance with Section 4.03(a)(iii) of the rights, privileges, restrictions and conditions attaching to the Series A shares, as provided in the Corporation’s restated articles of incorporation dated October 4, 2016, since there would be outstanding on December 31, 2018 less than 500,000 Series B shares, after having taken into account all Series A shares tendered for conversion into Series B shares, holders of Series A shares who elected to tender their shares for conversion will not have their Series A shares converted into Series B shares on December 31, 2018.
As a result, no Series B shares will be issued on December 31, 2018.
ABOUT ELEMENT
Element Fleet Management (TSX: EFN) is a leading global fleet management company, providing world-class management services and financing for commercial vehicle and equipment fleets. Element’s suite of fleet management services span the total fleet lifecycle, from acquisition and financing to program management and remarketing – helping customers optimize performance and improve productivity. For more information, visit www.elementfleet.com.
Forward-looking Statements
This press release includes forward-looking statements regarding Element and its business. Such statements are based on the current expectations and views of future events of Element’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “improve”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements, including, among others, statements regarding the impact of the Series A share conversion process and the future issuance of Series B shares. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. The forward-looking events and circumstances discussed in this press release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Element, including risks regarding the fleet management and finance industries, economic factors, risks related to the completion of the purchase of new portfolios or technologies or the addition of new clients, risks related to the payment of dividends, risks relating to business integration and many other factors beyond the control of Element. No forward-looking statement can be guaranteed and Element cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. While Element believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable, no assurance can be given that these factors, expectations and assumptions will prove to be correct. A discussion of the material risks applicable to Element can be found in Element’s current MD&A, and Annual Information Form, which have been be filed on SEDAR and can be accessed at www.sedar.com. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element disclaims any intention and assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
CONTACT: For further information, please contact: Michael Barrett VP Investor Relations (416) 646-5698 [email protected]
