News Releases

Co-operators General Insurance Company Announces $100 Million Offering of a New Series of Preference Shares

May 6, 2009
11:17am

    /THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO
    ANY UNITED STATES NEWS SERVICE/

    GUELPH, ON, May 6 /CNW/ - Co-operators General Insurance Company
("Co-operators General" or the "Company") (TSX: CCS.PR.C) today announced that
it has entered into an agreement with Scotia Capital Inc. and TD Securities
Inc. on behalf of a syndicate of underwriters pursuant to which the
underwriters have agreed to buy, on a bought deal basis, 4 million
Non-Cumulative 5-Year Rate Reset Class E Preference Shares, Series D ("Series
D Preference Shares") from Co-operators General for sale to the public at a
price of $25.00 per Series D Preference Share, for aggregate gross proceeds of
$100 million. The expected closing date of the offering is May 22, 2009.
    Co-operators General has granted the underwriters an over-allotment
option to purchase an additional 600,000 Series D Preference Shares at the
same offering price. If the underwriters' over-allotment option is exercised
in full, the total gross proceeds of the Series D Preference Share offering
will be $115 million.
    The Series D Preference Shares will yield 7.25% per annum, payable
quarterly, as and when declared by the Board of Directors of the Company, for
an initial period ending June 30, 2014. On June 30, 2014 and on June 30 every
five years thereafter, the dividend rate will reset to be equal to the then
current five-year Government of Canada bond yield plus 5.21%. Holders of the
Series D Preference Shares will have the right to convert their shares into
Non-Cumulative Floating Rate Class E Preference Shares, Series E of the
Company (the "Series E Preference Shares"), subject to certain conditions and
the Company's right to redeem the Series D Preference Shares as described
below, on June 30, 2014 and on June 30 every five years thereafter. Holders of
the Series E Preference Shares will be entitled to receive a quarterly
floating rate dividend, as and when declared by the Board of Directors of the
Company, equal to the then current three-month Government of Canada Treasury
Bill yield plus 5.21%. Holders of the Series E Preference Shares may convert
their Series E Preference Shares into Series D Preference Shares, subject to
certain conditions and the Company's right to redeem the Series E Preference
Shares as described below, on June 30, 2019 and on June 30 every five years
thereafter.
    The Series D Preference Shares will not be redeemable prior to June 30,
2014. On June 30, 2014 and on June 30 every five years thereafter, the Company
may, subject to certain conditions, redeem all or any part of the Series D
Preference Shares at a cash redemption price per share of $25.00 together with
all declared and unpaid dividends. The Company may redeem all or any part of
the Series E Preference Shares at a cash redemption price per share of $25.00
in the case of redemptions on June 30, 2019 and on June 30 every five years
thereafter or $25.50 in the case of redemptions on any other date after June
30, 2014, together, in each case, with all declared and unpaid dividends to,
but excluding, the redemption date.
    The Series D Preference Shares will be issued under a short form
prospectus filed in all provinces of Canada. Net proceeds of this issue will
be used for general corporate purposes.
    The Series D Preference Shares have not been and will not be registered
in the United States under the Securities Act of 1933, as amended, and may not
be offered, sold or delivered in the United States absent registration or
applicable exemption from the registration requirements of such Act. This
press release does not constitute an offer to sell or a solicitation to buy
the Series D Preference Shares in the United States and any public offering of
the shares in the United States must be made by means of a prospectus.

    About Co-operators General

    With assets of approximately $4.6 billion, Co-operators General is a
leading Canadian-owned multi-product insurance company. Co-operators General
is part of The Co-operators Group Ltd., a national group of companies owned by
a group of Canadian co-operatives, credit union centrals and like-minded
organizations that focus on insurance and investment products.
    Information in respect of Co-operators General can be found on the
internet on www.cooperators.ca and on www.sedar.com

    Forward-Looking Statements
    --------------------------

    This news release includes Forward-Looking statements with respect to
Co-operators General, including its business operations and strategy as well
as its financial performance and condition. These statements generally can be
identified by the use of Forward-Looking words such as: "may", "will",
"expect", "intend", "estimate", "anticipate", "believe", or "continue" or the
negative thereof or similar variations. Although management of Co-operators
General believe that the expectations reflected in such Forward-Looking
statements are reasonable, such statements involve risks and uncertainties and
actual results may differ materially from those expressed or implied by such
Forward-Looking statements. Important factors that could cause actual results
to differ materially from expectations include among other things, general
economic conditions worldwide, market factors, including global capital market
activity, interest rate and currency value fluctuations, business competition,
changes in government regulations or in tax laws, technological changes,
changes in consumer demand for the products and services of Co-operators
General, catastrophic events, political conditions and developments.
Co-operators General does not undertake to update any Forward-Looking
statements.

For further information: Bruce West, Senior Vice-President and Chief
Financial Officer, Telephone: (519) 767-3036, Fax: (519) 824-0599

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