Terra Firma proposes 1-for-10 rollback
2019-05-21 19:59 ET - News Release
Mr. Glenn Watchorn reports
TERRA FIRMA CAPITAL CORPORATION TO SEEK APPROVAL FOR CONSOLIDATION
Terra Firma Capital Corp. will hold its annual and special meeting of shareholders on June 17, 2019. At that meeting, among other things, shareholders will have the opportunity to consider and, if thought advisable, authorize and approve an amendment to the company's articles to consolidate the issued and outstanding common shares of the company on the basis of one postconsolidation common share for up to 10 preconsolidation common shares (such consolidation ratio to be determined by the board of directors of the company).
The consolidation is subject to approval by the shareholders of the company representing at least two-thirds of the votes cast at the meeting and acceptance by the TSX Venture Exchange. As of March 14, 2019, there were 57,200,836 common shares outstanding. Assuming the maximum consolidation ratio of 1-for-10, if effected, based the number of issued and outstanding common shares as at May 14, 2019, the number of issued and outstanding common shares would be reduced to 5,720,083 (excluding the effect on fractional common shares). Only whole postconsolidation common shares will be issued under the consolidation. Persons otherwise entitled to receive fractional postconsolidation common shares will instead receive postconsolidation common shares rounded down to the nearest whole common share.
The board of directors of the company is of the opinion that, in the future, it may be in the best interests of the company to consolidate the common shares, and such a consolidation may enhance their marketability and liquidity as an investment. The company is seeking shareholder approval for the consolidation to give the board the flexibility to consolidate if, at any time following the date of the meeting, the board, in its sole discretion, determines that such consolidation is in the best interests of the company and its shareholders. The company will not be changing its name in conjunction with the consolidation.
About Terra Firma Capital Corp.
Terra Firma is a full service, publicly traded real estate finance company that provides real estate financings secured by investment properties and real estate developments in Canada and throughout the United States. The company focuses on arranging and providing financing with flexible terms to real estate developers and owners that require shorter-term loans to bridge a transitional period of one to five years where they require capital at various stages of development or redevelopment of a property. These loans are typically repaid with lower cost, longer-term debt obtained from other Canadian financial institutions once the applicable transitional period is over or the redevelopment is complete, or from proceeds generated from the sale of the real estate assets. Terra Firma offers a full spectrum of real estate financing under the guidance of strict corporate governance, clarity and transparency.
We seek Safe Harbor.
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