Rand Capital Announces Shareholder Election Results for Special Dividend
April 30 2020 - 5:00PM
Business Wire
Rand Capital Corporation (Nasdaq: RAND) (“Rand” or “Rand
Capital” or the “Company”), a business development company, today
announced the results of shareholder elections for the special
dividend of $23.7 million, or $1.62 per share, declared on March 3,
2020 in connection with the Company’s plans to elect to become a
regulated investment company (“RIC”) for U.S. federal tax purposes.
The total amount of the special dividend to be paid in cash is
limited to 20% of the aggregate amount, or $4.7 million. The
remaining $19.0 million will be paid in shares of Rand’s common
stock using the volume weighted average price for Rand’s common
stock for the three trading days that ended April 29, 2020, which
was $2.20. As a result, total shares to be distributed will be
approximately 8.6 million. Total shares outstanding following the
distribution will be approximately 23.3 million.
Approximately 69% of the shares outstanding elected to receive
the special dividend in stock and 31% elected to receive cash.
Because of the cash limitation, shareholders that elected to
receive cash will receive a pro-rated distribution of approximately
65% cash and 35% stock.
The cash and stock representing the special dividend will be
distributed on May 11, 2020 to shareholders holding the stock at
that time. The ex-dividend date is May 12, 2020 at which time the
stock will trade adjusted for the cash distribution.
ABOUT RAND CAPITAL
Rand Capital (Nasdaq: RAND) is an externally-managed Business
Development Company (BDC) with a wholly-owned subsidiary licensed
by the U.S. Small Business Administration (SBA) as a Small Business
Investment Company (SBIC). The Company’s investment objective is to
maximize total return to its shareholders with current income and
capital appreciation by focusing its debt and related equity
investments in privately-held, lower middle market companies with
committed and experienced managements in a broad variety of
industries. Rand invests in early to later stage businesses that
have sustainable, differentiated and market-proven products,
revenue of more than $2 million and a path to free cash flow or up
to $5 million in EBITDA. The Company’s investment activities are
managed by its external investment adviser, Rand Capital Management
LLC. Additional information can be found at the Company’s website
where it regularly posts information:
https://www.randcapital.com/.
Safe Harbor Statement
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements concern future circumstances
and results and other statements that are not historical facts and
are sometimes identified by the words “may,” “will,” “should,”
“potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,”
“estimate,” “overestimate,” “underestimate,” “believe,” “could,”
“project,” “predict,” “continue,” “target” or other similar words
or expressions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove to be
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others, (1)
the risk that Rand Capital may be unable to fulfill the conditions
required in order to elect or maintain its status as a RIC for U.S.
federal tax purposes; (2) evolving legal, regulatory and tax
regimes; (3) changes in general economic and/or industry specific
conditions; and (4) other risk factors as detailed from time to
time in Rand Capital’s reports filed with the Securities and
Exchange Commission (“SEC”), including Rand Capital’s annual report
on Form 10-K for the year ended December 31, 2019, later filed
quarterly reports on Form 10-Q, the definitive proxy statement and
other documents filed with the SEC. Consequently, such
forward-looking statements should be regarded as Rand Capital’s
current plans, estimates and beliefs. Except as required by
applicable law, Rand Capital assumes no obligation to update the
forward-looking information contained in this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200430006022/en/
Company: Allen F. ("Pete")
Grum President and CEO Phone: 716.853.0802 Email:
pgrum@randcapital.com
Investors: Deborah K.
Pawlowski / Karen L. Howard Kei Advisors LLC Phone: 716.843.3908 /
716.843.3942 Email: dpawlowski@keiadvisors.com /
khoward@keiadvisors.com
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