RF Capital files information circular on takeover by iA

Executive Summary

• RF Capital Group Inc. has announced the filing and mailing of its information circular and the receipt of an interim court order regarding its proposed acquisition by iA Financial Corp. Inc. via a court-approved plan of arrangement.
• The special meeting of shareholders is scheduled for September 22, 2025, to vote on the arrangement, which offers $20.00 per common share and $25.00 per Series B preferred share (plus accrued dividends).
• Support for the transaction is secured from the largest shareholder (Richardson Financial Group Ltd.) and all directors and senior officers, representing 45.48% of common shares, with the Board recommending approval.

Key Details

• Transaction Structure: iA Financial Corp. Inc. will acquire all issued and outstanding shares of RF Capital Group Inc. directly or indirectly via a court-approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario).
• Consideration:
  • Common Shares: Cash consideration of $20.00 per common share.
  • Series B Preferred Shares: Cash consideration of $25.00 per share, plus:
    • All accrued and unpaid dividends as of the effective date.
    • A pro-rata cash amount for dividends that would have been payable from the effective date to March 31, 2026, if the effective date occurs prior to March 31, 2026.
• Voting Requirements:
  • Common Shares: Requires affirmative vote of at least two-thirds (66 2/3%) of votes cast.
  • Series B Preferred Shares: Requires affirmative vote of at least two-thirds (66 2/3%) of votes cast; however, approval by preferred shareholders is not a condition precedent to the arrangement.
• Shareholder Support: Richardson Financial Group Ltd. (largest holder) and all directors and senior officers have entered into support and voting agreements, committing to vote in favor of the arrangement. This represents 45.48% of the outstanding common shares.
• Board Recommendation: The Board of Directors, advised by a special committee of independent directors, unanimously recommends that shareholders vote in favor of the arrangement.
• Regulatory and Court Status:
  • An interim order from the Ontario Superior Court of Justice (Commercial List) dated August 21, 2025, has been issued, authorizing the special meeting.
  • Completion is subject to a final court order, regulatory approvals, and other customary closing conditions.
• Timeline:
  • Special Meeting Date: September 22, 2025, at 10:00 a.m. Toronto time (Hybrid format: Goodmans LLP, Toronto, and online).
  • Record Date: August 20, 2025.
  • Proxy Voting Deadline: September 18, 2025, at 10:00 a.m. Toronto time.
  • Anticipated Closing: Fourth quarter of 2025.
• Company Profile: RF Capital is a Toronto Stock Exchange-listed wealth management firm operating under the Richardson Wealth brand, with $40.9 billion in assets under administration as of July 31, 2025.

Notable Quotes

• "The board of directors of the company, after receiving advice from its financial and legal advisers, and after receiving a unanimous recommendation from a special committee of independent directors, recommends that holders of common shares vote for the arrangement resolution and that holders of Series B preferred shares vote for the Series B preferred shareholders arrangement resolution."