Imperial Ginseng Products Ltd. Announces Plan of Arrangement - Convertible Preference Shares, Series "A"
(firmenpresse) - VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/29/15 -- Imperial Ginseng Products Ltd. (the "Company" or "Imperial") (TSX VENTURE: IGP)(TSX VENTURE: IGP.PRA.A) today announces that the board of directors of the Company (the "Board") has approved an arrangement under which the holders of its convertible preference shares, Series "A" ("Preferred Shareholders") will exchange their shares ("Preferred Shares") for either cash or common shares of the Company ("Common Shares") pursuant to a plan of arrangement (the "Arrangement"). Imperial will be seeking Preferred Shareholder approval of the Arrangement at a special meeting (the "Meeting") scheduled to be held on June 8, 2015, with a record date set at the close of business on May 1, 2015 for determining those Preferred Shareholders entitled to notice of and to vote at the Meeting.
The primary reason for the Arrangement is to provide liquidity to Preferred Shareholders as the Preferred Shares are highly illiquid and have been trading at a significant discount over the past few years.
Under the Arrangement, Preferred Shareholders may elect to receive either:
a) $0.50 cash (the "Cash Option") or
b) 1.11 Common Shares (the "Share Option")
for each of their Preferred Shares exchanged. Preferred Shareholders who do not submit their election for the Cash Option or Share Option prior to the Meeting will be deemed to have elected the Share Option.
The Cash Option represents a premium of approximately 240% of the average closing price of the Preferred Shares during the 60 trading days prior to this News Release.
There are currently 1,020,531 Preferred Shares issued and outstanding. If the Arrangement is approved at the Meeting and completed, the Preferred Shares will subsequently be delisted from the TSX Venture Exchange ("TSXV"). The Common Shares will continue to be listed on the TSXV.
For the purposes of the Arrangement, the Cash Option of $0.50 per Preferred Share was determined based on the mid-range fair market value of $0.47 to $0.53, determined by an independent valuation of the Preferred Shares. The Share Option of 1.11 Common Share per Preferred Share was calculated as the Cash Option of $0.50 per Preferred Share divided by the Common Share closing price of $0.45 on April 29, 2015, the day of the announcement of the Arrangement.
The Board has concluded that the Arrangement is fair to the Preferred Shareholders, from a financial point of view, and in the best interests of the Company. The Board unanimously recommends that the Preferred Shareholders vote in favour of the Arrangement.
Holders of Common Shares are not entitled to vote in respect of this Arrangement and do not have dissent rights.
Subject to obtaining the required approvals from regulatory authorities, the court and Preferred Shareholders, and the satisfaction or waiver of certain other conditions, the Arrangement is expected to close on or before June 30, 2015.
ON BEHALF OF THE BOARD OF DIRECTORS
Stephen McCoach, Chief Executive Officer and Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Stephen McCoach
Imperial Ginseng Products Ltd.
Suite 310, 650 West Georgia Street, Vancouver, BC V6B 4N7
Tel: (604) 689-8863
Email:
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Datum: 29.04.2015 - 22:29 Uhr
Sprache: Deutsch
News-ID 389638
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VANCOUVER, BRITISH COLUMBIA
Kategorie:
Dentistry
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