AI assistant
Lobe Sciences Ltd. — Capital/Financing Update 2025
Sep 10, 2025
46958_rns_2025-09-09_fa8f6a38-926e-4e01-a6c9-6b0c24940821.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

September 9, 2025
INDICATIVE TERM SHEET SERIES 2025-1 SUBORDINATED DEBENTURES
(Subordinated Indebtedness)
ISSUER: Sun Life Financial Inc. ("SLF")
DESIGNATION: Series 2025-1 Subordinated Unsecured •% Fixed/Floating Debentures due 2037 (the "Debentures")
ISIN / CUSIP: CA86682ZAV81 / 86682ZAV8
CREDIT RATINGS¹: DBRS: A S&P: A
PRINCIPAL AMOUNT: $1 billion
ISSUE PRICE: $• per $1,000 principal amount of Debentures
SETTLEMENT DATE: September 11, 2025 (T+2)
INTEREST RESET DATE: September 13, 2032
MATURITY DATE: September 13, 2037
COUPON: •% per annum to the Interest Reset Date. See "Interest Payment Dates".
SPREAD: [The Spread, and any disclosure relating to the Spread, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions.]
YIELD: The effective yield of the Debentures, if held to September 13, 2032, will be •%. Thereafter the effective yield will fluctuate with the interest rate.
INTEREST PAYMENT DATES²: Each Debenture will bear interest:
(i) from the Settlement Date to, but excluding, September 13, 2032, at a fixed annual rate of •%, payable in arrears in equal semi-annual installments (other than the initial interest payment) on March 13 and September 13 in each year, provided that the first of such payments will be on March 13, 2026 for the period from and including September 11, 2025 and will be in the amount of $• per $1,000 principal amount of Debentures (long first coupon), with the last payment of interest due on September 13, 2032; and
- 2 -
(ii) from and including September 13, 2032 to, but excluding, the Maturity Date, at a variable rate equal to Daily Compounded CORRA determined for the Observation Period in respect of such Floating Interest Period plus •%, payable quarterly in arrears on March 13, June 13, September 13 and December 13 in each year, with the first such payment to be made on December 13, 2032.
DAILY COMPOUNDED CORRA:
For an Observation Period, the rate will be calculated as follows, with the resulting percentage rounded if necessary to the fifth decimal place, with 0.000005% being rounded upwards and (-) 0.000005% being rounded downwards:
$$
\text{Daily Compounded CORRA} = \left(\frac{\text{CORRA Compounded Index}{\text{end}}}{\text{CORRA Compounded Index}{\text{start}}} - 1\right) \times \left(\frac{365}{d}\right)
$$
Where:
- “CORRA Compounded Index$_{\text{start}}$” is equal to the CORRA Compounded Index value on the date that is two Bank of Canada Business Days preceding the first date of the relevant Floating Interest Period;
- “CORRA Compounded Index$_{\text{end}}$” is equal to the CORRA Compounded Index value on the date that is two Bank of Canada Business Days preceding the Interest Payment Date relating to such Floating Interest Period (or, in the case of the final Interest Payment Date, the Maturity Date or, if the Debentures are redeemed prior to the Maturity Date, the date of redemption of such Debentures, as applicable); and
- “d” is the number of calendar days in the relevant Observation Period.
FLOATING INTEREST PERIOD:
The period from and including each Interest Payment Date commencing on the Interest Reset Date to, but excluding, the next succeeding Interest Payment Date or, in the case of the final Interest Payment Date, the Maturity Date or, if Debentures are redeemed prior to the Maturity Date, the date of redemption of such Debentures, as applicable.
OBSERVATION PERIOD:
In respect of each Floating Interest Period, the period from, and including, the date two Bank of Canada Business Days preceding the first date in such Floating Interest Period to, but excluding, the date two Bank of Canada Business Days preceding the Interest Payment Date or, in the case of the final Interest Payment Date, the Maturity Date or, if Debentures are redeemed prior to the Maturity Date, the date of redemption of such Debentures, as applicable.
BUSINESS DAY CONVENTION:
If any Interest Payment Date on or before September 13, 2032 falls on a day that is not a Business Day, it shall be postponed until the next succeeding Business Day (without any additional interest or other payment in respect of any such delay).
If any Interest Payment Date after September 13, 2032 falls on a day that is not a Bank of Canada Business Day, it shall be postponed until the next succeeding Bank of Canada Business Day, unless that day falls in the next calendar month, in which case the Interest Payment Date will be the immediately preceding day that is a Bank of Canada Business Day.
If the Maturity Date falls on a day that is not a Bank of Canada Business Day, the required payment of principal and interest shall be made on the next succeeding Bank of Canada Business Day.
REDEMPTION:
At its option, and subject to prior approval of the Superintendent of Financial Institutions Canada (the “Superintendent”), SLF may redeem the Debentures, in whole or in part, on or after September 13, 2030 to, but excluding September 13,
- 3 -
2032, at a redemption price equal to the greater of (i) the Canada Yield Price and (ii) par, and on or after September 13, 2032, at a redemption price equal to par, together in each case with accrued and unpaid interest to, but excluding, the date fixed for the redemption. Any Debentures redeemed on or after September 13, 2032 must be redeemed on an interest payment date. SLF will give notice of redemption at least 10 days but not more than 60 days before the date fixed for redemption. Where less than all of the Debentures are to be redeemed, the Debentures to be redeemed will be selected by lot by the Trustee or redeemed on a proportionate basis according to the principal amount of Debentures registered in the respective name of each holder of Debentures or in such other manner as the Trustee may consider equitable.
“Canada Yield Price” means a price per $1,000 principal amount of Debentures, calculated by SLF at approximately 10:00 am (Toronto time) on the third Business Day preceding the date fixed for redemption of Debentures, which would provide a yield thereon from the date fixed for redemption to, but excluding, September 13, 2032 equal to the Government of Canada Yield (as defined below), compounded semi-annually in arrears, plus •%.
“Government of Canada Yield” means, on any date that is three (3) Business Days prior to a date fixed for redemption, the bid yield to maturity on such date, compounded semi-annually, which a non-callable Government of Canada nominal bond would be expected to carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity equal to the period between the date fixed for redemption and September 13, 2032 (the “Applicable Term”), as determined by two independent Canadian investment dealers (each of which is a member of the Canadian Investment Regulatory Organization (or any successor thereto)) selected by SLF, and based on a linear interpolation of the yields represented by the arithmetic average of bids observed in the market at or about 10:00 am (Toronto time) on the relevant date for each of the two outstanding non-callable Government of Canada nominal bonds which have the terms to maturity which most closely span the Applicable Term on such date, where such arithmetic average is based in each case on the bids quoted by such independent investment dealers.
Any portion of the Debentures redeemed by SLF shall be cancelled and may not be reissued.
- 4 -
RANK:
The Debentures will be direct, unsecured subordinated obligations of SLF constituting subordinated indebtedness for the purpose of the Insurance Companies Act (Canada), ranking equally and rateably with all other subordinated unsecured indebtedness of SLF from time to time issued and outstanding, other than subordinated indebtedness of SLF that, by its terms, ranks subordinate to the Debentures. The Debentures will rank among themselves equally and rateably without preference or priority. The Trust Indenture will provide that in the event of the insolvency or winding-up of SLF, the indebtedness evidenced by the Debentures will be subordinate in right of payment to all other liabilities of SLF (including senior indebtedness and policy holder liabilities of SLF, if any), except those other liabilities that, by their terms, rank equally with or are subordinate to the Debentures.
Upon any distribution of assets of SLF resulting from any dissolution, winding-up, liquidation or reorganization, payments on the Debentures will be subordinated to the extent provided in the Trust Indenture in right of payment to the prior payment in full of all senior indebtedness of SLF, but the obligation of SLF to make payments on the Debentures will not otherwise be affected except as described below. SLF may not make any payment on the Debentures at any time when there is a default in respect of or under the terms of its senior indebtedness. Because the Debentures are subordinated in right of payment to any senior indebtedness of SLF, in the event of a distribution of assets upon insolvency of SLF, some creditors of SLF may recover more, rateably, than holders of Debentures. Holders of Debentures will be subrogated to the rights of holders of senior indebtedness of SLF, to the extent of payments made on senior indebtedness of SLF, upon any distribution of assets in any proceedings in respect of Debentures.
EVENTS OF DEFAULT:
Each of the following events in respect of the Debentures is referred to as an "Event of Default":
(a) if an order is made or an effective resolution is passed for the winding-up or liquidation of SLF or in the event of any other dissolution of SLF by operation of law, except in the course of carrying out or pursuant to a transaction in respect of which the certain conditions are duly observed and performed; or
(b) if SLF makes a general assignment for the benefit of its creditors, or otherwise acknowledges its insolvency, becomes insolvent or is declared bankrupt or consents to the institution of bankruptcy or insolvency proceedings against it under any bankruptcy, insolvency or analogous laws or if a custodian, sequestrator, liquidator, receiver, receiver and manager or any other officer with similar powers is appointed of SLF or of the property of SLF or any part thereof which is, in the opinion of the Trustee, a substantial part thereof.
OPEN MARKET PURCHASES:
SLF may, subject to the prior approval of the Superintendent, purchase Debentures in the market (which will include purchases from or through an agent or a firm holding membership on a recognized stock exchange) or by tender or private contract at any price and upon such terms and conditions as SLF in its absolute discretion may determine, subject, however, to any applicable law restricting the purchase of Debentures. Debentures that are so purchased will be cancelled and not reissued or resold.
USE OF PROCEEDS:
SLF intends to use the net proceeds of the sale of the Debentures for general corporate purposes, which may include supporting the acquisition of its remaining interests in the SLC Management affiliates BentallGreenOak and Crescent Capital Group LP, investments in subsidiaries, repayment of indebtedness and other strategic investments.
- 5 -
FORM OF DEBENTURES: Global certificate registered in the name of “CDS & Co.”
DENOMINATIONS: Debentures will be available in denominations of $1,000 and integral multiples thereof.
AGENTS: RBC Dominion Securities Inc., CIBC World Markets Inc. and TD Securities Inc. (as Joint Bookrunners)
BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc., National Bank Financial Inc., and Scotia Capital Inc. (as Co-Managers)
METHOD OF DISTRIBUTION: Agency
-
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the relevant rating agency.
-
If, on or after the Interest Reset Date (i) the CORRA Compounded Index start or the CORRA Compounded Index end is not published or displayed by the Reference Rate Administrator or an authorized distributor by 11:30 a.m. Toronto time (or an amended publication time, if any, as specified in the Reference Rate Administrator’s methodology for calculating the CORRA Compounded Index) on the Interest Determination Date for such Floating Interest Period, but an Index Cessation Effective Date with respect to the CORRA Compounded Index has not occurred, or (ii) an Index Cessation Effective Date with respect to the CORRA Compounded Index has occurred, then Daily Compounded CORRA will be calculated by the Calculation Agent as follows, with the resulting percentage being rounded, if necessary, to the fifth decimal place, with 0.000005% being rounded upwards and (-) 0.000005% being rounded downwards:
$$
\text{Daily Compounded CORRA} = \left(\prod_{i=1}^{n_s} \left(1 + \frac{\text{CORRA}_i \times n_i}{365}\right) - 1\right) \times \frac{365}{d}
$$
where:
- “d₀” for any Observation Period is the number of Bank of Canada Business Days in the relevant Observation Period;
- “i” is a series of whole numbers from one to d₀, each representing the relevant Bank of Canada Business Day in chronological order from, and including, the first Bank of Canada Business Day in the relevant Observation Period;
- “CORRAᵢ” means, in respect of any Bank of Canada Business Day “i” in the relevant Observation Period, a reference rate equal to the daily CORRA rate for that day, as published or displayed by the Reference Rate Administrator or an authorized distributor at 11:00 a.m. Toronto time (or an amended publication time, if any, as specified in the Reference Rate Administrator’s methodology for calculating CORRA) on the immediately following Bank of Canada Business Day, which is Bank of Canada Business Day “i” + 1;
- “nᵢ” means, for any Bank of Canada Business Day “i” in the relevant Observation Period, the number of calendar days from, and including, such Bank of Canada Business Day “i” to, but excluding, the following Bank of Canada Business Day, which is Bank of Canada Business Day “i” + 1; and
- “d” is the number of calendar days in the relevant Observation Period.
If neither the Reference Rate Administrator nor authorized distributors provide or publish CORRA and an Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA.
If an Index Cessation Effective Date occurs with respect to CORRA, the Trust Indenture will provide that the interest rate for an Interest Determination Date which occurs on or after such Index Cessation Effective Date will be the CAD Recommended Rate, to which the Calculation Agent will apply the most recently published spread and make such adjustments as are necessary to account for any difference in the term structure or tenor of the CAD Recommended Rate in comparison to CORRA.
If there is a CAD Recommended Rate before the end of the first Bank of Canada Business Day following the Index Cessation Effective Date with respect to CORRA, but neither the Reference Rate Administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with respect to the CAD Recommended Rate has not occurred, then, in respect
- 6 -
of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD Recommended Rate.
If: (a) there is no CAD Recommended Rate before the end of the first Bank of Canada Business Day following the Index Cessation Effective Date with respect to CORRA; or (b) there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with respect to the CAD Recommended Rate, the Trust Indenture will provide that the interest rate for an Interest Determination Date which occurs on or after such applicable Index Cessation Effective Date will be the BOC Target Rate, to which the Calculation Agent will apply the most recently published spread and make such adjustments as are necessary to account for any difference in the term structure or tenor of the BOC Target Rate in comparison to CORRA.
In respect of any day for which the BOC Target Rate is required, references to the BOC Target Rate will be deemed to be references to the last provided or published BOC Target Rate as of the close of business in Toronto on that day.
In connection with the implementation of an Applicable Rate, the Calculation Agent may, in consultation with SLF, make such adjustments to the Applicable Rate or the spread thereon, if any, as well as the business day convention (including the Business Day Convention), the calendar day count convention, Interest Determination Dates, and related provisions and definitions (including observation dates for reference rates), in each case as are consistent with accepted market practice for the use of the Applicable Rate for debt obligations such as the Debentures in such circumstances.
Any determination, decision or election that may be made by SLF or the Calculation Agent, as applicable, in relation to the Applicable Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding, absent manifest error; (ii) if made by SLF, will be made in the sole discretion of SLF, or, as applicable, if made by the Calculation Agent will be made after consultation with SLF and the Calculation Agent will not make any such determination, decision or election to which SLF objects and will have no liability for not making any such determination, decision or election; and (iii) shall become effective without consent from the holders of the Debentures or any other party.
"Applicable Rate" means one of CORRA Compounded Index, CORRA, the CAD Recommended Rate or the BOC Target Rate, as applicable.
"Bank of Canada Business Day" means a day that Schedule I banks under the Bank Act (Canada) are open for business in Toronto, Ontario, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar for an Applicable Rate as may be adopted by the Reference Rate Administrator from time to time).
"BOC Target Rate" means the Bank of Canada's target for the overnight rate as set by the Bank of Canada and published on the Bank of Canada's website.
"Business Day" means any day on which Canadian chartered banks are open for business in Toronto and which is not a Saturday or Sunday.
"CAD Recommended Rate" means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor.
"Calculation Agent" means a third party trustee or financial institution of national standing with experience providing such services, which has been selected by SLF.
"CORRA" means the Canadian Overnight Repo Rate Average, as published by the Bank of Canada, as the administrator of CORRA (or any successor Reference Rate Administrator), on the website of the Bank of Canada or any successor website.
"CORRA Compounded Index" means the measure of the cumulative impact of CORRA compounding over time administered and published by the Bank of Canada (or any successor Reference Rate Administrator).
"Index Cessation Effective Date" means, in respect of an Index Cessation Event, the first date on which the Applicable Rate is no longer provided. If the Applicable Rate ceases to be provided on the same day that it is required to determine the rate for an Interest Determination Date, but it was provided at the time at which it is to be observed (or, if no such time is specified, at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published.
"Index Cessation Event" means:
(A) a public statement or publication of information by or on behalf of the Reference Rate Administrator or provider of the Applicable Rate announcing that it has ceased or will cease to provide the Applicable Rate permanently or indefinitely,
- 7 -
provided that, at the time of the statement or publication, there is no successor Reference Rate Administrator or provider of the Applicable Rate that will continue to provide the Applicable Rate; or
(B) a public statement or publication of information by the regulatory supervisor for the Reference Rate Administrator or provider of the Applicable Rate, the Bank of Canada, an insolvency official with jurisdiction over the Reference Rate Administrator or provider of the Applicable Rate, a resolution authority with jurisdiction over the Reference Rate Administrator or provider of the Applicable Rate or a court or an entity with similar insolvency or resolution authority over the Reference Rate Administrator or provider of the Applicable Rate, which states that the Reference Rate Administrator or provider of the Applicable Rate has ceased or will cease to provide the Applicable Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor Reference Rate Administrator or provider of the Applicable Rate that will continue to provide the Applicable Rate.
“Interest Determination Date” means the date that is two Bank of Canada Business Days preceding each Interest Payment Date, or, in the case of the final Floating Interest Period, preceding the Maturity Date, or, if applicable, preceding the date of redemption of any Debentures.
“Reference Rate Administrator” means the Bank of Canada or any successor administrator for CORRA and/or the CORRA Compounded Index or the administrator (or its successor) of another Applicable Rate, as applicable.
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
The Debentures will be issued under and pursuant to the provisions of the Trust Indenture. The foregoing is a summary of certain of the material attributes and characteristics of the Debentures, but does not purport to be complete and is qualified in its entirety by reference to the Trust Indenture.
The above summary is for information purposes only and does not constitute an offer to sell or a solicitation to purchase Debentures. The offering and sale of Debentures may be prohibited or restricted by laws in certain jurisdictions. Debentures may only be purchased where they may be lawfully offered for sale and only through individuals qualified to sell them. The Debentures have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act).
The Debentures will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act.
References to “$” are to Canadian dollars.