TORONTO, Sept. 13, 2024 /CNW/ - Cliffside Capital Ltd. ("Cliffside" or the "Company") (TSXV: CEP) announces today the closing of the previously announced acquisition of the Company by Cliffside Ltd. (the "Purchaser") pursuant to a plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Arrangement"). Pursuant to the Arrangement, the Purchaser acquired all of the issued and outstanding common shares of the Company (each, a "Common Share") for consideration of $0.10 per Common Share (the "Cash Consideration"), other than Common Shares held by certain Shareholders that validly elected to receive common shares in the capital of the Purchaser ("Purchaser Shares") in exchange for their Common Shares (the "Share Consideration" and, collectively with the Cash Consideration, the "Consideration").
Shareholders holding 40,982,905 Common Shares validly elected (or were deemed to have elected) to receive an aggregate of $4,098,300 as Cash Consideration and Shareholders holding 56,283,762 Common Shares validly elected to receive, following a consolidation of the Common Shares on the basis of one post-consolidation Common Share for each 1,000 pre-consolidation Common Shares, an aggregate of 56,281 Purchaser Shares as Share Consideration.
On September 11, 2024, the Company obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement.
Registered shareholders are reminded that, in order to receive the Consideration in exchange for their Common Shares, they must complete, sign and return a letter of transmittal and election form to Computershare Investor Services Inc. (the "Depositary"), in its capacity as depositary under the Arrangement, together with their certificate(s) or DRS advice(s) representing their Common Shares. If you have any questions or require further information regarding the procedures for receiving the Consideration, please contact the Depositary: (i) by telephone at 1-800-564-6253; or (ii) by email at corporateactions@computershare.com.
Cliffside has agreed, in accordance with the procedures and within the time limits set out in the plan of arrangement, to make a joint election (a "Joint Tax Election") under subsection 85(1) or subsection 85(2) of the Income Tax Act (Canada) (and any similar provision of any applicable provincial tax legislation) with eligible Shareholders who dispose of Common Shares in exchange for Share Consideration. Eligible Shareholders who wish to make a Joint Tax Election must submit the information and complete the documentation made available on Cliffside's website at https://www.cliffsidecapital.ca/#news. Upon receipt of a completed Joint Tax Election from Cliffside, the electing Shareholder must sign the Joint Tax Election form and submit the signed form to the relevant tax authorities within the time limits prescribed by the relevant tax legislation. The Joint Tax Elections are required to be submitted to Cliffside on or before March 13, 2025. Eligible Shareholders considering making a Joint Tax Election should consult their investment and tax advisors. Additional information can be found at https://www.cliffsidecapital.ca/#news.
The Common Shares are expected to be delisted from the TSX Venture Exchange ("TSXV") on or around market close on September 15, 2024. Following the delisting of the Common Shares, the Company also intends to submit an application to cease to be a reporting issuer in Alberta, British Columbia, and Ontario, being all of the jurisdictions in which the Company is currently a reporting issuer, under applicable Canadian securities laws.
Additional Information about the Arrangement
Further details regarding the Arrangement and on the above matters are set out in the management information circular of the Company dated August 8, 2024, which is available on Cliffside's profile on SEDAR+ at www.sedarplus.ca.
About Cliffside
Cliffside is focused on investing in strategic partnerships with parties who have specialized expertise and a proven track record in originating and serving loans and similar types of financial assets. Cliffside's strategy is to generate revenue as an investor, affording its shareholders an opportunity to invest in the growing alternative lending sector with the potential for attractive. For more information, see Cliffside's filings on SEDAR+ at www.sedarplus.ca.
About Cliffside Ltd.
The Purchaser was incorporated on May 27, 2024 pursuant to the laws of the Province of Ontario. The Purchaser was incorporated for the sole purpose of completing the Arrangement and is controlled by Michael Stein, a director and Chairman of Cliffside. Its head office is located at 11 Church Street, Suite 200, Toronto, Ontario, M5E 1W1.
Cautionary Notes
This press release contains certain "forward-looking statements" under applicable Canadian securities laws concerning the business, operations and financial performance and condition of Cliffside. Except for statements of historical fact relating to Cliffside, all statements included herein are forward-looking statements. The words "believe", "expect", "strategy", "target", "plan", "scheduled", "commitment", "opportunities", "guidance", "project", "continue", "on track", "estimate", "growth", "forecast", "potential", "future", "extend", "planned", "will", "could", "would", "should", "may" and similar expressions typically identify forward-looking statements. In particular, this press release contains forward-looking statements including, without limitation, the anticipated delisting of the Common Shares from the TSXV and the Company ceasing to be a reporting issuer under applicable Canadian securities laws.
Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements.
Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to risk factors identified under "Risk Factors" in the Company's latest annual information form and management's discussion and analysis for the year ended December 31, 2023, in the Company's management's discussion and analysis for the period ended June 30, 2024, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully.
Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this press release and, except as expressly required by applicable law, Cliffside disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this release are expressly qualified by the foregoing cautionary statements.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Contact Information
Praveen Gupta
Chief Financial Officer
(647) 776-5810
pgupta@cliffsidecapital.ca
SOURCE Cliffside Capital Ltd.
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