Clarification Of Sale Of Assets At The Request Of The Tsx Venture Exchange And Resumption To Trading
Calgary, Alberta CANADA, April 08, 2014 /FSC/ - Anthony Clark International Insurance Brokers Ltd. (ACL - TSX Venture, ACKBF - OTCBB), Pursuant to the Press Releases dated March 4, 2014 and March 13, 2014 the Corporation wishes to provide further details regarding the sale of its assets in Virginia, U.S.A and the trading halt on the Corporation's securities. As previously announced on March 4, 2014, the Corporation's United States subsidiaries Addison York Insurance Brokers Ltd. and American Edge Insurance Services Ltd. ("Subsidiaries") sold all of their assets to Direct General Agency of Tennessee Inc. ("Direct"), pursuant to the terms of the an asset purchase agreement dated March 3, 2014, for cash consideration of US$3,050,000. The assets sold to Direct include all the Subsidiaries rights, title and interest in its automobile insurance and ancillary insurance and non-insurance products, customer accounts, office and equipment leases, trademarks, business contracts, goodwill, inventory and all personal property located in Virginia, U.S.A ("US Asset"). The net proceeds of the sale transaction were used to pay down the Corporation's liabilities, specifically the US notes payable in the amount of US$2,980,000. There remains a balance of US$645,000 outstanding on the US Notes Payable. The Corporation and Direct are arm's length parties and the sale transaction is not a related party transaction. With the sale of the Subsidiaries assets the Corporation no longer has operations in the United States. The sale of the US Asset is not subject to shareholder approval but is subject to the approval of the TSX Venture Exchange ("Exchange").
As previously reported on March 13, 2014, the Corporation in a separate and unrelated transaction entered into a binding letter of intent to sell its shares in Anthony Clark Insurance Brokers Ltd. ("Canadian Assets"). The sale of the Canadian Assets constitutes a sale of all or substantially all of the assets of the Corporation and is subject to shareholder and regulatory approval being the Exchange. A shareholder meeting is scheduled for April 14, 2014. Subject to the closing of the sale of the Canadian Assets, the Corporation anticipates that the Shareholders will receive an aggregate amount between $0.35 and $0.40 in cash per share ("Share Distribution") after paying of the Corporation's liabilities. The Share Distribution will be paid in two or more installments. Further, after completing the sale of the Canadian Assets, the Corporation will not meet the continued listing requirements of the Exchange as it will cease to be engaged in an ongoing business. As a result, the Corporation intends to take appropriate steps following the closing of the Sale Transaction to voluntarily delist from the Exchange and make an application for a decision that it will no longer be a reporting issuer under applicable securities laws ("Delist"). Alternatively, in an effort to maintain liquidity in the Corporation's shares, the Corporation may apply to transfer the Corporation's listing to NEX. The decision to move to the NEX or Delist will not affect the Share Distribution.
On March 6, 2014, the Investment Industry Regulatory Organization of Canada (IIROC) issued a temporary halt of trading in the Corporation's securities pending clarification of the sale of the US Asset. Pursuant to this press release, trading of the Corporation's securities will be resumed at the open on Thursday, April 10, 2014.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
For further information please contact: Anthony Clark International Insurance Brokers Ltd.
Mr. Tony Consalvo, C.E.O.
Telephone: (403) 225-5100
Email: tony.consalvo@aclarkinsurance.com
Except for the historical information contained herein, this press release contains statements that constitute forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that may cause or contribute to such differences include, among other things, the Corporation's ability to close the proposed transaction. Other risks and uncertainties include changes in business conditions and the economy in general, changes in governmental regulations, unforeseen litigation and other risk factors identified in the Corporation's public filings under "Risk Factors". The Corporation undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this press release.
On behalf of
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
"Tony Consalvo"
Tony Consalvo, C.E.O.
To view the press release as a PDF, please click on the following link:
public://news_release_pdf/anthony04082014.pdf
Source: Anthony Clark International Insurance Brokers Ltd. (AC:-TSX.V) www.aclarkinsurance.com
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