RICHMOND, Va., May 15, 2014 Genworth Financial, Inc. (NYSE: GNW) announced that its subsidiary, Genworth Mortgage Insurance Australia Limited ("Genworth Australia"), a holding company for Genworth's Australian mortgage insurance business, has priced its initial public offering of 220 million of its ordinary shares at an initial public offering price of AUD$2.65 per ordinary share. Genworth Australia has designated 20 million of those ordinary shares as "overallocation shares" that may be reacquired by Genworth Financial entities as a result of market stabilization activities. We cannot predict whether any market stabilization activities will occur or whether any over-allocation shares will be reacquired by Genworth Financial entities.
The net proceeds of the offering will be used by Genworth Australia to repay certain intercompany funding arrangements with subsidiaries of Genworth Financial and those funds will then be distributed to Genworth. Assuming the offering is completed, the gross proceeds of the offering (before payment of estimated fees and expenses) are projected to be approximately US$535 million, based on the total number of ordinary shares to be issued (i.e. approximately 34% of Genworth Australia's outstanding ordinary shares) and the initial public offering price per ordinary share, and on an assumed exchange rate of 0.92 for the Australian dollar, and assuming no ordinary shares that have been designated as "over-allocation shares" are reacquired by Genworth Financial entities as a result of market stabilization activities. If all 20 million ordinary shares that have been designated as "over-allocation shares" are reacquired by Genworth Financial entities as a result of market stabilization activities, the gross proceeds of the offering (before payment of fees and expenses) are projected to be approximately US$485 million, based on the same factors noted above. Fees and expenses in connection with the offering are currently estimated at approximately US$30 million, using the same assumed exchange rate noted above. The offering is expected to close on May 21, 2014 in Australia ( May 20, 2014 in the United States), subject to customary closing conditions.
This press release is not intended for circulation or distribution in Australia and does not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy, any shares in Australia, the United States or any other jurisdiction. A prospectus has been filed with the Australian Securities and Investments Commission. The shares referred to in this press release will not be and have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Cautionary Note Regarding Forward-Looking StatementsThis press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "projects," "expects," "intends," "anticipates," "plans," "believes," "seeks," "estimates," "will," or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Forward-looking statements are based on management's current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks, including the items identified under "Part I—Item 1A—Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 3, 2014. The closing of the offering is subject to various customary closing conditions and the amount of the net proceeds received by Genworth will depend on the amount of actual expenses and the number of ordinary shares reacquired as a result of market stabilization activities. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
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