LOGiQ and Grenville Announce Closing of Arrangement
June 07 2018 - 6:59PM
LOGiQ Asset Management Inc. (“
LOGiQ”) (TSX:LGQ)
and Grenville Strategic Royalty Corp.
(“
Grenville”) (TSXV:GRC) are pleased to announce
the closing of the previously announced plan of arrangement under
the Business Corporations Act (British Columbia) (the
“
Transaction”). Pursuant to the Transaction, LOGiQ
acquired all of the issued and outstanding common shares of
Grenville (the “
Grenville Shares”) on the basis of
6.25 common shares of LOGiQ (the “
LOGiQ Shares”)
for each outstanding Grenville Share. In addition, LOGiQ continued
from Alberta to British Columbia and changed its name to “Flow
Capital Corp.” (“
Flow Capital”).
Immediately following completion of the
Transaction, Flow Capital effected a share consolidation on a one
for twelve basis (the “Share Consolidation”).
Following the Share Consolidation, Flow Capital is expected to have
approximately 82,678,533 common shares (“Flow
Capital Shares”) issued and outstanding.
The Flow Capital Shares, Flow Capital 2019 debentures (former
Grenville debentures) and Flow Capital 2021 debentures (former
LOGiQ debentures) are expected to start trading on the TSX Venture
Exchange on June 11, 2018 under the stock symbols “FW”, “FW.DB.A”
and “FW.DB.B”, respectively.
Flow Capital has also increased the size of its
board of directors (the “Flow Capital
Board”) from five to six. The Flow Capital Board
is comprised of Eldon Smith, Gordon McMillan, Vernon Lobo,
Catherine McLeod-Seltzer, Peter Kampian and Paul De Luca. Robb
McLarty, Acting Chief Executive Officer and Chief Investment
Officer leads the management team of Flow Capital with Donnacha
Rahill as Chief Financial Officer and Steve Mantle as President,
LOGiQ Global Partners.
The Transaction, which was announced on March
11, 2018, was approved by Grenville shareholders at Grenville’s
special meeting of shareholders held on May 31, 2018 and Grenville
obtained a final order in respect thereof from the Supreme Court of
British Columbia on June 5, 2018. Holders of LOGiQ Shares approved
the issuance of LOGiQ Shares and the Share Consolidation among
other things on May 31, 2018.
Flow Capital will mail a letter of transmittal
(“Letter of Transmittal”) to the registered former
LOGiQ shareholders. The Letter of Transmittal describes the process
by which such shareholders may obtain new certificates or DRS
Advice(s) representing their post-consolidation Flow Capital
Shares. The Letter of Transmittal must be completed and returned to
Computershare Investor Services Inc.
(“Computershare”) at the address specified in the
Letter of Transmittal. Questions on how to complete the Letter of
Transmittal, or requests for additional copies of the Letter of
Transmittal, may be directed to Computershare at 1-800-564-6253 or
by e-mail to corporateactions@computershare.com. A copy of the
Letter of Transmittal may also be obtained from the SEDAR website
at www.sedar.com.
Non-registered former LOGiQ shareholders holding
their Flow Capital Shares through a bank, broker or other nominee
should note that such banks, brokers or other nominees may have
different procedures for processing the Share Consolidation than
those put in place by LOGiQ or Flow Capital for registered
shareholders. Non-registered former LOGiQ shareholders are
encouraged to contact their nominee to obtain instructions for
processing the Share Consolidation.
About Flow
Capital
Based in Toronto, Flow Capital Corp. is a
diversified alternative asset investor and advisor. Flow
Capital operates two businesses: an investment firm providing
revenue-linked capital to emerging growth businesses, and an
institutional advisory sales platform, providing pension funds,
charities and endowment clients with access to leading
institutional money managers from around the world.
Cautionary Statement
This news release contains certain
“forward-looking statements” within the meaning of such statements
under applicable securities law. Forward-looking statements are
frequently characterized by words such as “plan”, “continue”,
“expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”,
“may”, “will”, “potential”, “proposed” and other similar words, or
statements that certain events or conditions “may” or “will” occur.
These statements are only predictions. Various assumptions were
used in drawing the conclusions or making the projections contained
in the forward-looking statements throughout this news release.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements including: future
operating results and funding requirements; the ability to achieve
synergies; future general economic and market conditions; and
changes in laws and regulations. There can be no assurance that
such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information. Flow Capital does not
undertake to update any forward-looking information contained
herein, except as required by applicable securities laws.
The TSX has neither approved nor disapproved the
information contained in this release. Neither 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.
Requests for further information should be
directed to:
Flow Capital Corp.
Robb McLarty Acting Chief Executive Officer
robb@flowcap.com
Phone: (416) 777-0383 1 Adelaide Street East, Suite
3002,PO Box 171,Toronto, Ontario M5C 2V9
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