CST: 06/12/2016 15:49:42   

Norrep Capital Management Ltd. Announces Norrep Short Duration 2015 Flow-Through Limited Partnership Rollover Transaction

285 Days ago

CALGARY, ALBERTA--(Marketwired - Feb 25, 2016) - Norrep Capital Management Ltd. (Norrep Capital), the promoter and manager of the Norrep Short Duration 2015 Flow-Through Limited Partnership (the Partnership), announces that it will be proceeding with a transaction (the Liquidity Transaction) pursuant to which the assets of the Partnership will be transferred on a tax-deferred basis to Norrep Opportunities Corp. (Norrep Opportunities), an open end mutual fund corporation, in exchange for MF Series shares of Norrep Energy Class, a class of shares of Norrep Opportunities.

Norrep Energy Class is a publicly offered mutual fund, as are the other classes of Norrep Opportunities. Norrep Opportunities is managed by Norrep Capital, which is also the portfolio adviser to the Partnership. Information about Norrep Energy Class and Norrep Opportunities, such as their simplified prospectus, Fund Facts documents, annual information form and financial statements, is available at the Norrep Investments website (www.norrep.com) and also at www.sedar.com.

The effective date of the Liquidity Transaction (the Effective Date) is expected to be on or about April 25, 2016. As soon as reasonably possible following the Effective Date, the MF Series shares of Norrep Energy Class that the Partnership will receive as consideration for the transfer of its assets will be distributed to the Limited Partners of the Partnership on a pro rata basis and thereafter the Partnership will be dissolved. There will be no fees or costs charged to Limited Partners as a result of the Liquidity Transaction. No costs associated with the Liquidity Transaction will be charged to Norrep Opportunities.

The Liquidity Transaction is being conducted in compliance with applicable securities regulations that govern such transactions and in accordance with the Limited Partnership Agreement governing the Partnership, as described in the Prospectus of the Partnership dated February 24, 2015. It will be a condition of closing the Liquidity Transaction that it is approved by the General Partner of the Partnership and the Board of Directors of Norrep Opportunities. It will also be a condition of closing that the Liquidity Transaction is approved by the Independent Review Committee for the Partnership and Norrep Energy Class as a transaction that achieves a fair and reasonable result for each of the Partnership and Norrep Energy Class. It is expected that these approvals will be obtained.

Following the Liquidity Transaction, Limited Partners will become shareholders in Norrep Energy Class and the Partnership will be dissolved.

A notice describing the Liquidity Transaction is being mailed to Limited Partners today.

How the Rollover Will Work

Limited Partners will receive, on a pro rata basis, MF Series shares of Norrep Energy Class with a value equal to the value of the Limited Partnership Units of the Partnership (the Units) held at the Effective Date. The number of MF Series shares of Norrep Energy Class that Limited Partners will receive will be equal to the number of Units they hold multiplied by the conversion ratio. The conversion ratio will be equivalent to the Net Asset Value of Units of the Partnership (less any performance bonus paid or payable to Norrep) divided by the Net Asset Value of the MF Series shares of Norrep Energy Class determined at the close of business on the Effective Date. The ACB (adjusted cost base) for each Unit of the Partnership and each MF Series share of Norrep Energy Class will be determined by the General Partner upon the wind-up of the Partnership.

Once the Liquidity Transaction is completed, Limited Partners may indefinitely defer the capital gains tax liability that occurs at disposition of the investment by continuing to hold the MF Series shares of Norrep Energy Class or by initiating a tax-deferred switch to another mutual fund class within the multi-class structure of Norrep Opportunities. The other mutual funds making up Norrep Opportunities are currently:

FUND ASSET CLASS
Norrep II Class Canadian small/mid cap equity
Norrep Canadian Equity Class Canadian equity
Norrep Income Growth Class Canadian equity balanced
Norrep US Dividend Plus Class U.S. equity
Norrep Global Class Global equity
Norrep Entrepreneurs Class Canadian small/mid cap equity
Norrep High Yield Class High yield fixed income
Norrep Global Income Growth Class Global equity balanced
Norrep Tactical Opportunities Class Tactical balanced

Following the Liquidity Transaction, the Norrep Investments website (www.norrep.com) will provide additional information, as it becomes available, on the rollover net asset value, exchange ratio, and adjusted cost base (ACB) of the Units. The Partnership will also issue a press release once the Liquidity Transaction has been completed and the conversion ratio has been determined.

Completion of the Liquidity Transaction is subject to the usual closing conditions. Investors should consult with their investment advisor and/or tax advisor for all tax-related matters.

Information about Norrep Opportunities, including Norrep Energy Class

Information about Norrep Energy Class and Norrep Opportunities is available in the Norrep Opportunities' Fund Facts documents, simplified prospectus, annual information form, management reports of fund performance and financial statements. You can obtain a copy of these documents at your request and at no cost by contacting Norrep toll free at: 1-877-431-1407, by e-mailing info@norrep.com, by downloading from www.norrep.com or www.sedar.com or from your financial advisor.

Norrep Capital Management Ltd. is a Canadian investment firm with offices in Calgary and Toronto.

Certain information set forth in this press release, including a discussion of the timing and completion of the Liquidity Transaction, is considered forward-looking information that involves substantial known and unknown risks. Actual results could differ from those expressed in or implied by this forward-looking information and there is no assurance that the Liquidity Transaction will be completed.

Norrep Capital Management Ltd.
Manager, Dealer & Client Services
Attention: Leila Li
Toll Free: 1-877-431-1407
info@norrep.com
www.norrep.com