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TORONTO, ONTARIO--(Marketwired - Feb 19, 2016) - Tuckamore Capital Management Inc. (TSX:TX)(TSX:TX.DB.B) ("Tuckamore" or the "Company") announced that its special meeting of shareholders (the "SpecialMeeting"), scheduled for, and convened on February 19, 2016, has been adjourned as described in the press release issued by the Company on February 18, 2016. The Special Meeting will reconvene on Thursday, February 25, 2016 at 10:00 a.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto, Ontario to consider the resolution authorizing the Refinancing Transactions (as described more fully in the press release issued by the Company on January 26, 2016).
Rights Offering Update
As previously announced on February 11, 2016, the Company is using due bills in connection with the Rights Offering that forms part of the Refinancing Transactions to ensure that the Company's common shares do not effectively begin to trade on an ex-rights basis until the rights are issued. Due bill trading commenced on February 16, 2016, being two trading days before the record date of February 18, 2016. Trades settling after the record date will have due bills attached. The record date of February 18, 2016 to determine shareholders entitled to receive the rights in connection with the Rights Offering has not changed.
The commencement of the Rights Offering is conditional upon (i) the receipt of requisite shareholder approval at the adjourned Special Meeting on February 25, 2016; and (ii) the filing of, and the issuance of a receipt for, a final short form prospectus of the Company in respect of the Rights Offering.
Assuming that the conditions to the commencement of the Rights Offering are met on February 25, 2016, the currently contemplated key dates in respect of the Rights Offering are as follows:
The Company expects to update the market with further details regarding the Rights Offering and the due bill trading procedures in respect thereof in due course following the adjourned Special Meeting. Shareholders holding common shares of the Company through brokerage accounts will not be required to take any special action to receive their rights. Any trades that are executed during the due bill period will be automatically flagged to ensure that purchasers receive the entitlement to receive the applicable rights and that sellers do not receive the entitlement. Further details regarding the Rights Offering are available in the Company's preliminary short form prospectus in respect of the Rights Offering, which is available under Tuckamore's profile on SEDAR at www.sedar.com. Reference should be made to the final short form prospectus of the Company in respect of the Rights Offering, when filed, for the final terms and conditions of the Rights Offering.
Voting at the Special Meeting
The record date for the determination of shareholders entitled to notice of, and to vote at, the adjourned Special Meeting has not changed and remains the close of business on January 12, 2016. Proxies will be accepted by CST Trust Company until immediately prior to the commencement of the reconvened Special Meeting on Thursday, February 25, 2016 or any further adjournment(s) or postponement(s) thereof. Shareholders who have already submitted a form of proxy and do not wish to change their vote need not take any further action. The form of proxy or voting instruction form that was previously provided in respect of the adjourned Special Meeting remains valid. Please refer to the management information circular dated January 25, 2016 (the "Circular") for more details regarding the submission of proxies to CST Trust Company.
Shareholders who have already voted and wish to revoke their proxies may do so by depositing an instrument in writing, executed by the Shareholder or by his or her attorney authorized in writing, with CST Trust Company using one of the methods set out in the Circular by no later than than 5:00 p.m. (Toronto time) on Wednesday, February 24, 2016, or not later than 5:00 p.m. (Toronto time) on the business day immediately preceding any further adjourned or postponed meeting, or with the Chair of the Special Meeting on the day of, but prior to the commencement of, the Special Meeting or any further adjournment(s) or postponement(s) thereof, or in any other manner permitted by law. The Circular is available on the Company's SEDAR profile at www.sedar.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein nor shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Tuckamore (www.tuckamore.ca) has investments in four businesses representing a diverse cross-section of the Canadian economy.
This press release contains forward-looking information based on current expectations, including but not limited to Tuckamore's expectations in connection with the Refinancing Transactions, the Rights Offering and the adjourned Special Meeting. Forward-looking information is often, but not always, identified by the use of the words "contemplate", "expect" and "anticipate" and statements that an event or result "may", "will", "should", "could" or "might" occur and any similar expressions or negative variations thereof. In providing forward-looking information in this press release, management of the Company has made numerous assumptions regarding the Refinancing Transactions, the Rights Offering and the adjourned Special Meeting which it believes to be reasonable, including assumptions relating to: (i) the Company's existing and future business prospects and opportunities, including that the Company will secure further extensions to the maturity of its indebtedness under its existing senior secured credit facilities; (ii) the receipt of shareholder, regulatory and stock exchange approval in respect of the Refinancing Transactions, including, without limitation, from the Ontario Securities Commission (the "OSC"); (iii) the satisfaction or waiver of all other conditions to the completion of the Refinancing Transactions; (iv) the expected actions of third parties; and (v) the outcome of the Refinancing Transactions and related transactions and agreements including the expected use of proceeds. Forward-looking information entails various risks and uncertainties however that could cause actual results to differ materially from those reflected in the forward-looking information. Specific risks that could cause actual results to differ materially from those anticipated or disclosed herein include, but are not limited to: (i) failure to satisfy the conditions to complete the Refinancing Transactions including failure to receive required regulatory approval, stock exchange, shareholder, third party approvals and/or consents including, without limitation, from the OSC; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement and Backstop Commitment Letter (as such terms are defined in the Circular); (iii) the Company's inability for any reason to obtain further extensions to the maturity of its existing indebtedness under its senior secured credit facilities prior to the consummation of the Refinancing Transactions;
(iv) the delay of consummation of the Refinancing Transactions or the failure of the Refinancing Transactions to be completed for any other reason; (v) the amount of costs, fees and other expenses incurred in connection with the Refinancing Transactions; (vi) the anticipated timing of the Special Meeting and any adjournments thereof; and (vi) the risk that the anticipated effects of the Refinancing Transactions, if completed, may not result in the outcomes expected by management. In addition, general risks relating to capital markets, economic conditions, regulatory changes, changes in interest rates as well as the management and operations of the Company's business may also cause actual results to differ materially from those anticipated or disclosed herein. These and other risks and uncertainties relating generally to Tuckamore's business and the Refinancing Transactions in particular are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available at www.sedar.com and the Circular. Forward-looking information are not guarantees of future performance, and management's assumptions upon which such forward-looking information are based may prove to be incorrect. Accordingly, there can be no assurance that actual events or results will be consistent with the forward-looking information disclosed herein. In light of the significant uncertainties inherent in forward-looking information, any such forward-looking information should not be regarded as representations by Tuckamore that its objectives or plans relating to the Refinancing Transactions or otherwise will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein and that such forward-looking information are provided solely for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, forward-looking information relates to the date on which they are made. Tuckamore disclaims any intention or obligation to update or revise any forward-looking information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by law.