Date Closed

September 18, 2013

Lead Office

Montréal

Value

105.00 Million CAD

On September 18, 2013, Fiera Capital Corporation announced that it had completed its previously announced private placements of subscription receipts for aggregate gross proceeds to Fiera of approximately C$105 million, which included approximately C$5 million as a result of the exercise in full by the underwriters and National Bank of Canada of their respective options to purchase additional subscription receipts.

Fiera issued a total of 9.781 million subscription receipts from treasury at a price of C$10.75 per subscription receipt (the Private Placements). Of that total number of subscription receipts, Fiera issued 6.696 million subscription receipts, on a private placement bought deal basis, through a syndicate of underwriters co-led by National Bank Financial Inc. and GMP Securities L.P. and which also included Desjardins Securities Inc., BMO Nesbitt Burns Inc., Canaccord Genuity Inc. and Scotia Capital Inc. In addition, Fiera issued 3.085 million subscription receipts, on a private placement basis, to Natcan Investment Management Inc. (Natcan), a wholly-owned subsidiary of National Bank of Canada. National Bank of Canada therefore maintains its 35% ownership in Fiera following closing of the Private Placements, assuming the exchange of all Subscription Receipts for Class A subordinate voting shares and payment by Fiera to Natcan of its first annual payment on account of the balance of the purchase price of the business assets of Natcan in Class A subordinate voting shares on or about September 30, 2013.

The proceeds of the Private Placements will be used to fund a portion of the purchase price for the previously announced acquisition of Bel Air Investment Advisors LLC and its affiliate Bel Air Securities LLC (collectively, Bel Air). The acquisition of Bel Air is expected to close on or about October 31, 2013.

Fiera Capital, headquartered in Montréal, is an independent investment firm.

National Bank, headquartered in Montréal, is one of Canada's leading integrated financial groups.

McCarthy Tétrault LLP represented National Bank with a team led by Patrick Boucher, and including Frédéric Harvey and Sonia Struthers.