TORONTO, July 16, 2019 /CNW/ - Smoothwater
Capital Corporation ("Smoothwater"), the largest shareholder of
Genesis Land Development Corp. (TSX: GDC) ("Genesis"), announces
that during the period of August 25,
2015 to July 15, 2019 it
acquired an aggregate of 359,700 common shares of Genesis (the
"Common Shares") on the open market through the facilities of the
Toronto Stock Exchange (the "Market Purchases"), representing
approximately 0.85% of the issued and outstanding Common Shares
(the "Outstanding Shares") as at May 3,
2019, as reported by Genesis in its management's discussion
and analysis for the quarter ended March 31,
2019. The Market Purchases were made by Smoothwater at an
average price of $2.74 per Common
Share.
In addition, Smoothwater announces that is has acquired 908,285
Common Shares at a price of $2.50 per
Common Share in a private purchase from two vendors resident in
Ontario for aggregate
consideration of $2,270,712.50 (the
"Private Purchase"), representing approximately 2.15% of the
Outstanding Shares. Smoothwater made the Private Purchase using the
"private agreement" exemption contained in section 4.2 of National
Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI
62-104").
Combined, the Market Purchases and the Private Purchase make up
a total of 1,267,985 Common Shares, representing approximately
3.01% of the Outstanding Shares.
Prior to the Market Purchases and the Private Purchase,
Smoothwater and its joint actors had ownership and control over
15,123,535 Common Shares, representing approximately 35.85% of the
Outstanding Shares.
After giving effect to the Market Purchases and the Private
Purchase, Smoothwater has ownership and control over 16,379,520
Common Shares, representing approximately 38.83% of the Outstanding
Shares. After giving effect to the purchases noted above,
Smoothwater, together with its sole shareholder, Garfield Mitchell (who may be considered to be
acting jointly or in concert within the meaning of applicable
Canadian securities legislation with Smoothwater), beneficially
owns, or exercises control and direction over, an aggregate of
16,391,520 Common Shares, representing approximately 38.86% of the
Outstanding Shares.
The 359,700 Common Shares Smoothwater acquired pursuant to the
Market Purchases were acquired in reliance upon the "normal course
purchase" exemption from the take-over bid requirements contained
in section 4.1 of NI 62-104. In the preceding 12-month period from
July 16, 2019, Smoothwater had
acquired 249,300 Common Shares, representing approximately 0.59% of
the Outstanding Shares. There is a published market for the Common
Shares, and none of the Common Shares that are the subject of
the Market Purchases were acquired for consideration with a value
in excess of the market price of the Common Shares on the date of
the purchases noted above, plus reasonable brokerage fees or
commissions actually paid.
In purchasing the Common Shares subject to the Private Purchase,
Smoothwater was entitled to rely on the "private agreement"
exemption because (i) the purchase of the Common Shares was not
made from more than five persons, (ii) the offer to purchase was
not made generally to all holders of Common shares, and (iii) the
value of the consideration paid for the Genesis common shares
pursuant to the Private Purchase, including brokerage fees or
commissions, was not greater than 115% of the market price of
Common Shares on the Toronto Stock Exchange, as determined in
accordance with section 1.11 of NI 62-104.
Smoothwater and Mr. Mitchell hold the Common Shares noted above
for investment purposes. Smoothwater and/or its joint actors may,
from time to time on an individual or joint basis in the future,
directly or indirectly acquire ownership of or control over
additional securities of Genesis.
An early warning report in connection with this press release is
being filed by Smoothwater in accordance with applicable Canadian
securities laws and will be available on the SEDAR website at
www.sedar.com and can also be obtained by contacting Stephen J. Griggs, Chief Executive Officer of
Smoothwater, at 416.644.6582.
SOURCE Smoothwater Capital Corporation