Home Capital Announces Deferral of Annual General Meeting

Provides update on acquisition by Smith Financial Corporation

TORONTO--(BUSINESS WIRE)--Home Capital Group Inc. (“Home Capital”) (TSX: HCG) has applied for and obtained an exemption from the Toronto Stock Exchange’s requirement to hold its annual shareholder meeting (the “Meeting”) by June 30, 2023, provided the Meeting is held on or prior to September 29, 2023. If the previously announced acquisition of Home Capital by a wholly owned subsidiary of Smith Financial Corporation (“SFC”) (such acquisition, the “Arrangement”) is completed on or prior to September 29, 2023, the Meeting will not be held.

Home Capital expects to report financial results for the three months and six months ended June 30, 2023 on August 3, 2023 before markets open. If the Arrangement is completed on or prior to August 3, 2023, the results will not be issued.

Home Capital also provides an update regarding the Arrangement. Home Capital is currently awaiting receipt of regulatory approvals required under the Bank Act (Canada) and the Trust and Loan Companies Act (Canada) (collectively, the “Regulatory Approvals”) in respect of the Arrangement. All other conditions for closing (except those that are only capable of being satisfied on closing) have been satisfied.

While Home Capital continues to expect that the Arrangement will be completed during the summer of 2023, the timing cannot be assured.

Pursuant to the Arrangement, SFC has agreed to acquire the issued and outstanding common shares of Home Capital that SFC does not already own for $44.00 in cash per share (the “Purchase Price”). Since the Arrangement did not close on or prior to May 20, 2023, the Purchase Price will be increased by an amount equal to $0.00273973 per share in cash per day up to and including the day prior to the closing of the Arrangement (equivalent to approximately $0.25 per share for every three-month delay beyond May 20, 2023).

Caution Regarding Forward-Looking Statements

This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to completion of the Arrangement and the receipt of the Regulatory Approvals, including the timing thereof, the holding of the Meeting and the issuance of the financial results for the three months and six months ended June 30, 2023. Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. These risks, uncertainties and assumptions include, but are not limited to failure to, in a timely manner, or at all, obtain the Regulatory Approvals and other customary risks associated with transactions of this nature. Therefore, forward-looking information should be considered carefully and undue reliance should not be placed on such information. Please note that forward-looking information in this news release reflects management’s expectations as of the date hereof, and therefore is subject to change. Home Capital disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Home Capital’s 2023 First Quarter Report, available on Home Capital’s website at www.homecapital.com, and on SEDAR at www.sedar.com, for Home Capital’s Caution Regarding Forward-looking Statements.

About Home Capital

Home Capital is a public company, traded on the Toronto Stock Exchange (HCG), operating through its principal subsidiary, Home Trust Company. Home Trust Company is a federally regulated trust company offering residential and non-residential mortgage lending, securitization of residential mortgage products, consumer lending and credit card services. In addition, Home Trust Company and its wholly owned subsidiary, Home Bank, offer deposits via brokers and financial planners, and through a direct-to-consumer brand, Oaken Financial. Licensed to conduct business across Canada, we have offices in Ontario, Alberta, British Columbia, Nova Scotia, and Quebec.