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Alignvest Acquisition II Corporation Announces Additional Subscription for Not Less Than US$200 Million With JMMB Group Limited

/EIN News/ -- TORONTO, May 16, 2019 (GLOBE NEWSWIRE) -- Alignvest Acquisition II Corporation (TSX: AQY.A, AQY.WT) (“AQY” or the “Company”) is pleased to announce that it has entered into a subscription agreement (the “Subscription Agreement”) with JMMB Group Limited (“JMMB”) in respect of a subscription for AQY Class B shares (which will be converted on the closing of its qualifying acquisition into AQY common shares on a one for one basis). The proposed issuance will be of the greater of: (i) an amount between US$200,000,000 and US$250,000,000 (as determined by AQY and JMMB prior to the closing of AQY’s qualifying acquisition) worth of Class B shares, and (ii) such number of Class B shares which will result in JMMB holding twenty percent (20%) of all issued and outstanding common shares of the Company after giving effect to the qualifying acquisition (the “New Subscription”). The issue price is C$10.00 per Class B share. The proceeds received by AQY from the New Subscription are intended to be used in connection with the previously announced proposed transaction (the “Transaction”) involving AQY and Sagicor Financial Corporation Limited (“Sagicor”). The closing of the New Subscription is conditional on the completion of the Transaction and the approval of the Toronto Stock Exchange.

JMMB is a leading Jamaican broker-dealer with operations in Trinidad and Tobago and the Dominican Republic. They are deeply familiar with the Caribbean financial services market in general, and with Sagicor in particular. It is expected that JMMB will be a long-term investor in Sagicor.

In hailing the success of the transaction, JMMB Group CEO, Keith Duncan, said “We are excited about the prospects of what this stake in AQY will present for JMMB.” He continued, “As a pioneering financial institution, we are always seeking out opportunities that will add value to our stakeholders. In that vein, we are confident that having such a stake in a regional market leader, will auger well for the future growth and financial performance of the JMMB Group.”

Dodridge Miller, President and CEO of Sagicor, said “JMMB’s investment is a significant vote of confidence in the strategic direction of Sagicor, and a strong conviction of our ability to continue to grow the company while delivering attractive returns to shareholders.”

Timothy Hodgson, the incoming Chair of the Sagicor Board, stated “We are excited to partner with JMMB to execute on our strategic plan for Sagicor. We believe that JMMB’s local knowledge, financial expertise and capital will be highly additive to Sagicor’s already attractive prospects.”

As part of the New Subscription, and upon completion of the Transaction, subject to the maintenance of minimum share ownership in the resulting company (“New Sagicor”), JMMB will have the right to nominate up to two eligible and qualified directors to serve on the board of directors of New Sagicor (the “New Sagicor Board”) which would increase the size of the board to fourteen directors. Those nominees are initially expected to be Keith Duncan, the CEO of JMMB, and Archibald Campbell, the chairman of the board of directors of JMMB.

Additionally, subject to certain exclusions, JMMB will receive participation rights in future offerings of common shares of New Sagicor, or securities convertible into or exchangeable for common shares of New Sagicor, for up to five years following the closing of the Transaction, so long as JMMB continues to own in the aggregate, directly or indirectly, at least 20% of the common shares outstanding of New Sagicor, on a fully diluted basis. 

The Company re-affirms 5:00 p.m. (Toronto time) on May 16, 2019 as the deadline for holders of Class A Restricted Voting Shares to elect to redeem their Class A Restricted Voting Shares and the morning of May 23, 2019 as the date for the special meetings of its shareholders and the extraordinary meeting of its warrantholders.

About Alignvest Acquisition II Corporation

Alignvest Acquisition II Corporation is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purposes of effecting a qualifying acquisition. AQY’s registered office is located at 100 King Street West, 70th Floor, Suite 7050, Toronto, Ontario M5X 1C7. 

Cautionary Statements

Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “will”, “may” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, the Transaction, the New Subscription, the holding of the meetings and the completion of the Transaction and the transactions contemplated in the Subscription Agreement.

These forward-looking statements reflect material factors and expectations and assumptions of AQY. AQY’s estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such, are subject to change.  No assurance can be given that all closing conditions to the Transaction and the New Subscription will be satisfied and that the Transaction and the funding of the New Subscription will be completed.

Risks and uncertainties not presently known to AQY or that it presently believes are not material could cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect events and results are included in other documents and reports that will be filed by AQY with applicable securities regulatory authorities and may be accessed through the SEDAR website ( including, without limitation, the management information circular and prospectus dated February 7, 2019 filed by AQY relating to the Transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect AQY’s expectations only as of the date of this document. AQY disclaims any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.


Alignvest Acquisition II Corporation
Sanjil Shah
Chief Financial Officer, Alignvest Acquisition II Corporation
(416) 360-8248 or