TORONTO, May 8, 2013 /CNW/ - Cymbria Corporation ("Cymbria" or the "Company") [TSX: CYB] today announced that it is proposing an amendment to its constating
documents to provide for a Liquidity Realization Opportunity ("LRO") in respect of both Class A Shares and Class J Shares (collectively,
the "Shares"). Cymbria's manager, EdgePoint Investment Group Inc. (the "Manager"), and Cymbria's board of directors have recommended to include a right
for the Company to repurchase a number of Shares from time to time at a
very small discount to net asset value per share ("NAV").
Summary of Liquidity Realization Opportunity Proposal
The purpose of this new feature is to increase Cymbria's attractiveness
as an investment in two key ways:
| |
|
|
1.
|
Enhanced liquidity
|
| |
|
|
|
Acknowledging that liquidity requirements vary from investor to
investor, the LRO has the potential to provide for greater overall
liquidity of Shares.
|
| |
|
|
|
|
| |
|
|
2.
|
Heightened flexibility
|
| |
|
|
|
Just as liquidity needs are specific to the individual investor, so too
are investment time horizons. The LRO offers a potential ongoing
opportunity for Shareholders to take advantage of the option to sell
their Shares to the Company at a price close to NAV.
|
In certain circumstances where (i) Cymbria's portfolio has experienced
growth in the previous fiscal year, (ii) Class A Shares are trading at
a price less than 97% of NAV, and (iii) on the Manager's
recommendation, the LRO would provide an opportunity for holders of
Shares ("Shareholders") to dispose of Shares close to NAV. Should more Shareholders elect to
participate in the LRO than the Company is willing to take up, such
Shares will be taken up on a pro-rata basis. The proposed amendment
does not affect any other rights of Shareholders or Share provisions.
It is anticipated that a minimum of 25% of the positive return of
Cymbria's portfolio will be used in any given qualifying year to fund
an LRO.
As soon as reasonably possible following receipt of shareholder
approval, Cymbria is intending to undertake its initial LRO based on
investment returns for the year ended December 31, 2012.
The Manager maintains its belief that Cymbria's growth drivers make it a
superior investment vehicle. As such, the Manager intends to continue
to use its Normal-Course Issuer Bid ("NCIB") to buy back shares if Cymbria's stock price trades at a meaningful
discount to its NAV. The LRO does not affect the Company's ability to
continue repurchasing Shares through the NCIB. The Manager believes
buying back shares at an attractive discount to NAV makes sense for
Cymbria's remaining shareholders.
Shareholder meeting
Cymbria is calling a special meeting of holders of Class A Shares and
Class J Shares (the "Special Meeting") to ask for approval on the proposed amendment on or about June 27,
2013, and plans to mail to each Shareholder on or about June 5, 2013
its management information circular (the "Circular") outlining the proposal and other particulars to be acted on at the
Special Meeting. The Circular will contain important detailed
information about the LRO and the Special Meeting, and will be posted
on www.sedar.com under the Company's profile. The Company anticipates setting a record
date for the Special Meeting of May 27, 2013, or such other date that
the Manager determines.
The LRO is also subject to approval by the Toronto Stock Exchange ("TSX").
May 9 Cymbria Corp. teleconference call
The Company is holding a conference call to discuss the proposed
amendment, the details of which are as follows:
Date: Thursday, May 9, 2013
Time: 4:00 p.m. (Eastern Daylight Time)
Toll-free: 1.855.223.7309
Local Toronto area: 647.788.4929
Conference ID: 69577455
A call playback will be available by telephone until 11:59 p.m. (Eastern
Daylight Time) on June 30, 2013.
Playback number: 1.855.859.2056
Conference ID: 69577455
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sale or any
acceptance of an offer to buy these securities in any jurisdiction in
which the securities are not qualified for sale.
ABOUT CYMBRIA CORPORATION
Cymbria's investment objective is to provide shareholders with long-term
capital appreciation through an actively managed portfolio comprised
primarily of global equities and an investment in EdgePoint Wealth
Management Inc. Cymbria began trading on the TSX on November 4, 2008
under the symbol CYB.
SOURCE: Cymbria Corporation
